Last checked at 29 Mar 2010 16:52
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
29 March 2010
Grainger plc ("Grainger") - Statement re possible offer for Sovereign Reversions plc ("Sovereign Reversions")
Grainger notes the announcement by Sovereign Reversions earlier today and confirms that it has made a preliminary approach to the Board of Sovereign Reversions with a view to entering into discussions about a possible offer for Sovereign Reversions. Grainger currently envisages making an offer at 185p in cash per Sovereign Reversions share. An offer at this level would represent a premium of 51% to the Sovereign Reversions closing price on 26 March 2010 (the last business day prior to the announcement by Sovereign Reversions of a possible offer approach).
Grainger would like to emphasize that there can be no certainty that an offer for Sovereign Reversions will be forthcoming. A further announcement will be made in due course if appropriate.
Pursuant to Rule 2.4 (c) of the Code, Grainger reserves the right to reduce the level of this possible offer if Sovereign Reversions pays a dividend or makes any other distribution to its shareholders in which case Grainger would make an equivalent reduction. Grainger also reserves the right to reduce the level of this possible offer with the recommendation of the Board of Sovereign Reversions. In addition, Grainger reserves the right to introduce other forms of consideration in substitution for all or part of the cash consideration.
This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of The City Code on Takeovers and Mergers (the "Code").
Enquiries:
| Grainger Andrew Cunningham, Chief Executive Dave Butler |
Tel: +44 (0)20 7495 4700 |
| J.P. Morgan Cazenove |
|
| Robert Fowlds | Tel: +44 (0)20 7588 2828 |
| Bronson Albery |
|
| Financial Dynamics |
|
| Stephanie Highett | Tel: +44 (0) 20 7831 3113 |
| Dido Laurimore |
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The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.
J.P. Morgan plc, which conducts its UK investment banking businesses as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the FSA, is acting as financial adviser to Grainger and no-one else in connection with the contents of this announcement and will not be responsible to any person other than Grainger for providing the protections afforded to customers of J.P. Morgan plc nor for providing advice in relation to any matter referred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Sovereign Reversions, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3:30pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Sovereign Reversions, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Sovereign Reversions by Grainger or Sovereign Reversions, or by any of their respective "associates", must be disclosed by no later than 12:00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"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 Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.