27 May 2008 07:00
Baugur Group hf
27 May 2008
Offer update
Moss Bros Group plc ("Moss Bros" or the "Company") announced on 25 February 2008 that a new company to be formed by Baugur Group hf ("Baugur") and certain investment partners ("Newco") had made a preliminary indicative non-binding 42p offer in cash for the Company.
Despite satisfactorily concluding its due diligence investigation and arranging the necessary funding, Baugur has now concluded that it is not in the best interests of stakeholders to proceed with its offer for the Company* and has informed the Board of Moss Bros of this decision. Since Baugur's original proposal was submitted to the Board of Moss Bros there have been a number of significant changes to the composition of the Company's share register. As a result of these changes, Baugur believes that the execution risk associated with completing the proposed offer has become unacceptable.
Gunnar Sigurdsson, chief executive of Baugur Group, said: "We are disappointed by recent developments that have effectively frustrated our proposed offer, but remain supportive of the management team. Baugur is keen to continue to work with the Board, management and other major shareholders to identify ways to unlock the potential in the business."
Under Rule 2.8 of the City Code on Takeovers and Mergers, this announcement will prevent Baugur for a period of six months from today from, inter alia, announcing an offer or possible offer for Moss Bros unless there is a material change of circumstances or there has occurred an event which has been specified in this announcement as an event which would enable the asterisked statement above to be set aside. Baugur accordingly reserves its rights under Rule 2.8 of the Code to announce an offer or possible offer for Moss Bros and/or to take any other action otherwise precluded under Rule 2.8 of the Code within six months of the date of this announcement in the event that:
i) the board of directors of Moss Bros agrees to the making of such an announcement or the taking of such action; or
(ii) a third party announces an offer or a possible offer for Moss Bros; or
(iii)Moss Bros or a third party announces a whitewash proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 in the Code) or a reverse takeover (as described in Note 2 to Rule 3.2 of the Code) in respect of Moss Bros; or
(iv) Moss Bros undertakes or announces an intention to undertake any acquisition, disposal, merger, joint venture or scheme of arrangement involving a material amount (material is as defined on Note 2 to Rule 21.1 of the Code).
Contacts:
Baugur Group hf
Sophy Buckley + 44 (0)7515 973820
Gavin Anderson & Co
Fergus Wylie/Clotilde Gros +44 (0) 207 554 1451