23 Nov 2020 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
Cpl Resources plc
Rule 2.10 Announcement - Relevant Securities in Issue
In accordance with Rule 2.10 of the Irish Takeover Panel Act, 1997, Takeover Rules 2013, as amended (the "Takeover Rules"), Cpl Resources plc ("Cpl") confirms that, as at the close of business on 20 November 2020, there were 500,000 options to subscribe for in aggregate 500,000 ordinary shares of €0.10 each in the capital of Cpl.
In addition, Cpl confirms that as at that date there were 27,745,935 Cpl ordinary shares of €0.10 each in the capital of Cpl in issue with voting rights (ISIN IE0007214426) (no change since commencement of offer period in relation to Cpl on 4 November 2020) and no Cpl Shares held in treasury.
Enquiries:
Cpl
Anne Heraty (CEO) / Lorna Conn (CFO) +353 1 614 6000
Rothschild & Co (Financial Adviser to Cpl)
Robert Dunnett / Tim Day / Daniel Chetcuti +44 (0) 20 7280 5000
Davy (Joint Corporate Broker, Euronext Growth Advisor and NOMAD to Cpl)
Ivan Murphy / Daragh O'Reilly / Orla Cowzer +353 1 679 7788
FTI Consulting (Public Relations Adviser to Cpl)
Jonathan Neilan / Melanie Farrell +353 1 765 0888 / +353 86 231 4135 / +353 86 401 5250
The directors of Cpl accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Cpl (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
N.M. Rothschild and Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA, is acting as financial adviser to Cpl and no one else in connection with matter referred to in this announcement and will not be responsible to anyone other than Cpl for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in connection with the matters referred to in this announcement. Neither Rothschild & Co nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with the Acquisition, this Announcement, any statement contained herein or otherwise.
J & E Davy, trading as Davy and Davy Corporate Finance ("Davy"), which is authorised and regulated by the Central Bank of Ireland, is acting exclusively for Cpl and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Cpl for providing the protections afforded to clients of Davy, or for providing advice in connection with the matters referred to in this Announcement
Disclosure requirements of the Takeover Rules
Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in, 1% or more of any class of "relevant securities" of Cpl, all "dealings" in any "relevant securities" of Cpl (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3:30 pm (Irish time) on the "business day" in Dublin following the date of the relevant transaction. This requirement will continue until the date on which the "offer period" ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of Cpl, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all "dealings" in "relevant securities" of Cpl by OUTSOURCING Inc. or Outsourcing Talent Ireland Limited ("Bidco") or by any party acting in concert (as defined in the Irish Takeover Panel Act 1997 (as amended)) with either of them, must also be disclosed by no later than 12 noon (Irish time) on the business day in Dublin following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.
General
The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in Ireland or the United Kingdom. Persons who are not resident in Ireland or the United Kingdom, or who are subject to laws of any jurisdiction other than Ireland or the United Kingdom, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.
The release, publication or distribution of this Announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this Announcement and all other documents relating to the proposed acquisition of Cpl by Bidco are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any restricted jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Cpl disclaims any responsibility or liability for the violations of any such restrictions by any person.