SGM.L Regulatory News (SGM)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

29 June 2021

RECOMMENDED CASH ACQUISITION

OF

SIGMA CAPITAL GROUP PLC

BY

SIX BIDCO LTD

(a wholly-owned indirect subsidiary of investment

funds managed by PineBridge Benson Elliot LLP)

to be effected by means of a Scheme of Arrangement

 under Part 26 of the Companies Act 2006

Publication of Scheme Document

On 11 June 2021, the boards of Sigma Capital Group plc ("Sigma") and Six Bidco Ltd ("Bidco") announced that they had agreed the terms of a recommended cash acquisition of Sigma by Bidco pursuant to which Bidco will acquire the entire issued and to be issued share capital of Sigma (the "Acquisition"). The Acquisition will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") and is subject to the terms and conditions set out in the shareholder circular relating to the Scheme (the "Scheme Document").

Capitalised terms used but not defined in this Announcement have the meanings given to them in the Scheme Document, unless the context requires otherwise.

Publication and posting of the Scheme Document

Sigma and Bidco are pleased to announce that it has today published the Scheme Document, setting out, among other things, a letter from the Senior Independent Non-Executive Director of Sigma, an explanatory statement pursuant to section 897 of the Companies Act 2006, the full terms and conditions of the Scheme, notices of the Court Meeting and the General Meeting, an expected timetable of principal events and details of the action to be taken by Sigma Shareholders.

The Scheme Document is available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Sigma's website at www.sigmacapital.co.uk/investor-relations/offer-for-the-company/ and on Bidco's website at www.pinebridge.com/pinebridge-benson-elliot/firm-offer and will also be submitted to the National Storage Mechanism where it will be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Hard copies of the Scheme Document together with the Forms of Proxy for the Court Meeting and the General Meeting are being posted today to Sigma Shareholders and, for information only, to persons with information rights.

Action required

As described in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that a majority in number of the Independent Scheme Shareholders present and voting (and entitled to vote) either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders, vote in favour of the Scheme at the Court Meeting, and that the requisite majorities of eligible Sigma Shareholders approve the resolutions relating to the Scheme to be proposed at the General Meeting. The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms set out in the Scheme Document.

Notices of the Court Meeting and the General Meeting, both of which will be held at 18 Alva Street, Edinburgh, Scotland, EH2 4QG on 23 July 2021 are set out in Parts XI (Notice of Court Meeting) and XII (Notice of General Meeting) respectively of the Scheme Document. The Court Meeting will start at 10:00 a.m. on that date and the General Meeting at 10:15 a.m. or as soon thereafter as the Court Meeting concludes or is adjourned.

Due to the limited capacity of the meeting venue and in light of the COVID-19 restrictions in place at the date of this Announcement, and which may be in place on the date of the Meetings, and in the interests of the health and safety of our directors and shareholders, Sigma Shareholders and Independent Scheme Shareholders (including their duly appointed proxies and/or corporate representatives) are strongly discouraged from attending the Court Meeting or the General Meeting in person. You are encouraged therefore to submit your votes by completing and returning the Forms of Proxy in accordance with the instructions printed thereon or to appoint a proxy electronically or online as referred to in the Scheme Document.

Independent Scheme Shareholders and Sigma Shareholders (and their duly appointed proxies and/or corporate representatives) will therefore be given the opportunity to remotely attend, ask questions, submit written questions, raise any objections and vote at the Court Meeting and the General Meeting via the Virtual Meeting Platform. The Virtual Meeting Guide contains further information on remotely accessing and participating in the Meetings via the Virtual Meeting Platform and is available on Sigma's website at www.sigmacapital.co.uk/investor-relations/offer-for-the-company. A copy of the Virtual Meeting Guide will also be posted to Sigma Shareholders with the Scheme Document and Forms of Proxy.

Independent Scheme Shareholders and Sigma Shareholders are therefore strongly encouraged to vote by appointing "the Chair of the meeting" as their proxy (either electronically, by post or by hand using the printed Forms of Proxy, as set out in the Scheme Document) before the relevant deadline. The Chair of the relevant meeting will vote in accordance with the voting instructions of the appointing Scheme Shareholder or Sigma Shareholder. If any other person is appointed as proxy, he or she is unlikely to be permitted to attend the relevant Meeting in person, but will be able to attend, ask questions, submit written questions, raise any objections and vote at the relevant Meeting remotely via the Virtual Meeting Platform.

It is important that, for the Court Meeting in particular, as many votes as possible are cast, so that the Court may be satisfied that there is a fair representation of Independent Scheme Shareholder opinion. Independent Scheme Shareholders are therefore strongly urged to sign and return their Forms of Proxy by post (or transmit a proxy appointment and voting instruction online or through the CREST electronic proxy appointment service) as soon as possible.

The Independent Sigma Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Independent Sigma Directors, Rothschild & Co has taken into account the commercial assessments of the Independent Sigma Directors. Rothschild & Co is providing independent financial advice to the Independent Sigma Directors for the purposes of Rule 3 of the Takeover Code.

The Independent Sigma Directors consider that the terms of the Acquisition are in the best interests of the Sigma Shareholders as a whole. Accordingly, the Independent Sigma Directors recommend unanimously that (a) Independent Scheme Shareholders vote in favour of the Scheme at the Court Meeting; (b) Independent Sigma Shareholders vote in favour of the Ordinary Resolution to be proposed at the General Meeting; and (c) Sigma Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting, as the Independent Sigma Directors who are interested in Sigma Shares have irrevocably undertaken to do in respect of their own beneficial holdings (and those of their connected persons) in respect of which they control the voting rights.

Holders of Scheme Shares should read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Each of Evercore, N+1 Singer and Rothschild & Co has given and not withdrawn its written consent to the issue of this Announcement with the inclusion of references to its name in the form and context in which they are included.

Shareholder Helplines

A shareholder helpline is available for Sigma Shareholders. If Sigma Shareholders have any questions about the Scheme Document, the Court Meeting or the General Meeting or are in any doubt as to how to complete the Forms of Proxy or to appoint a proxy online or electronically please call Link Group on 0371 664 0321. For questions regarding the Virtual Meeting Platform, please call Link Group on 0371 227 1020. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helplines are open between 9.00am - 5.30pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Participants in the Sigma Share Plans

Sigma confirms that today it is also posting to participants in the Sigma Share Plans a letter (the Sigma Share Plans Letter) setting out information regarding how they can participate in the Acquisition. Participants in the Sigma Share Plans are encouraged to read the full terms of the Sigma Share Plans Letter and accompanying documentation and, if they wish to take the actions described in the Sigma Share Plans Letter and participate in the Acquisition, ensure such actions are taken ahead of the deadline explained in the Sigma Share Plans Letter.

Expected timetable of principal events

The expected timetable of principal events is set out below. Subject to the approval of the Scheme at the Court Meeting, the passing of the Resolution at the General Meeting and the satisfaction or (where applicable) waiver of the other Conditions set out in the Scheme Document, including the sanction of the Court, the Scheme is expected to become Effective during the third quarter of 2021.

The following indicative timetable is based on Sigma's and Bidco's current expected dates for the implementation of the Scheme and is subject to change. It is also reproduced in the Scheme Document.

If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Sigma Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.

At the present time the Scheme Court Hearing (D in the indicative timetable set out below) is expected to take place on 5 August 2021. If the Scheme Court Hearing takes place on that date and the Court sanctions the Scheme at that hearing then the Effective Date of the Scheme (D+2 Business Days in the indicative timetable set out below) is expected to be 9 August 2021. 

Enquiries

Dentons UK and Middle East LLP is acting as legal adviser to Sigma. Paul Hastings (Europe) LLP is acting as legal adviser to Bidco.

Important notices

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Sigma and no one else in connection with the Acquisition and will not be responsible to anyone other than Sigma for providing the protections afforded to clients of Rothschild & Co nor for providing advice in relation to the Acquisition or any other matter referred to herein. Neither Rothschild & Co nor any of its subsidiaries, branches or 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 any matter referred to herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Rothschild & Co by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Rothschild & Co nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to any matter referred to herein, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Sigma or the matters described in this Announcement. To the fullest extent permitted by applicable law, Rothschild & Co and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein.

Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as nominated adviser and broker for Sigma and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Sigma for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement. Neither N+1 Singer nor any of its subsidiaries, branches or 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 N+1 Singer in connection with any matter referred to herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on N+1 Singer by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither N+1 Singer nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to any matter referred to herein, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Sigma or the matters described in this Announcement. To the fullest extent permitted by applicable law, N+1 Singer and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Bidco and PineBridge Benson Elliot and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco or PineBridge Benson Elliot for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or 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 Evercore in connection with any matter referred to herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to any matter referred to herein, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Bidco, PineBridge Benson Elliot or the matters described in this Announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein.

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Sigma in any jurisdiction in contravention of applicable law. The Acquisition is made solely through the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document), which together with the associated forms of proxy (or, if the Acquisition is implemented by way of a Takeover Offer, the form of acceptance) contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

This Announcement has been prepared in accordance with English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. The release, publication or distribution of this Announcement in or into jurisdictions other than the UK or the United States may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK or the United States should inform themselves about, and observe, any applicable legal or regulatory requirements.

The Acquisition is subject to the applicable rules and regulations of the FCA, the London Stock Exchange and the Code.

Sigma and Bidco urge Sigma Shareholders to read the Scheme Document (including the associated forms of proxy) (and/or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, the offer document) because it contains important information relating to the Acquisition. Any decision to vote in respect of the resolutions to be proposed at the Meetings, and any decision in respect of the Scheme should be made only on the basis of information contained in the Scheme Document (and/or, in the event that the Acquisition is to be implemented by way of a Takeover Offer, the offer document).

Each Sigma Shareholder is advised to consult its independent professional adviser regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.

The availability of the Acquisition to Sigma Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable legal, regulatory or other requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Acquisition or to vote their Sigma Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders is contained in paragraph 15 of Part Two of the Scheme Document.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors

The Acquisition relates to shares in an English company and is proposed to be made by means of a scheme of arrangement under English company law. US Sigma Shareholders should note that the Scheme relates to the shares of an English company and will be governed by English law. Neither the US proxy solicitation rules nor the tender offer rules under the US Exchange Act will apply to the Acquisition and the Scheme. Moreover, the Acquisition and the Scheme are subject to the disclosure requirements and practices applicable in England to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules.

Financial information included in this Announcement has been prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Bidco were to elect (with the consent of the Panel) to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with all applicable United States laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the United States by Bidco and no one else.

Neither the SEC nor any securities commission of any state of the US nor any other US regulatory authority has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this Announcement. Any representation to the contrary is a criminal offence in the US.

In accordance with the Takeover Code and normal UK practice, and pursuant to Rule 14e-5(b) of the US Exchange Act (were the Acquisition to be implemented by Takeover Offer), Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Sigma outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If purchases or arrangements to purchase were to be made as contemplated by (a) above, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices, and any information about such purchases or arrangements to purchase would be disclosed as required in the UK, would be reported to a Regulatory Information Service and would be available on the London Stock Exchange website at www.londonstockexchange.com.

The receipt of consideration by a US Sigma Shareholder for the transfer of its Sigma Shares pursuant to the Acquisition will likely be a taxable transaction for United States federal income tax purposes. Each US Sigma Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

It may be difficult for US Sigma Shareholders to enforce their rights and any claim arising out of the US federal securities laws, since Sigma and Bidco are each located in a non-US jurisdiction, and some or all of their officers and directors are residents of non-US jurisdictions. US Sigma Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Forward looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Sigma, any member of the Sigma Group, Bidco, or any member of the Bidco Group contain statements which are, or may be deemed to be, "forward-looking statements". Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Sigma, any member of the Sigma Group, Bidco, or any member of the Bidco Group or the Enlarged Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this Announcement may relate to Sigma, any member of the Sigma Group, Bidco, or any member of the Bidco Group or the Enlarged Group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and all other statements in this Announcement other than statements of historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'intend', 'aim', 'project', 'anticipate', 'estimate', 'plan', 'believe', 'expect', 'may', 'should', 'will', 'continue' or, in each case, their negative and other variations or other similar or comparable words and expressions. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Sigma, any member of the Sigma Group, Bidco, or any member of the Bidco Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Sigma, any member of the Sigma Group, Bidco, or any member of the Bidco Group's business.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.

None of Sigma, any member of the Sigma Group, Bidco, nor any member of the Bidco Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.

The forward-looking statements speak only at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to Sigma, any member of the Sigma Group, Bidco, or any member of the Bidco Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Sigma, each member of the Sigma Group, Bidco, and each member of the Bidco Group expressly disclaims any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts, estimates or quantified benefits statements

No statement in this Announcement, or incorporated by reference in this Announcement, is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Sigma or Bidco, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Sigma or Bidco, as appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the tenth Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror before the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0) 207 638 0129.

In this summary of certain disclosure requirements of the Code, Business Day has the meaning given to it in the Code.

Publication on a website

A copy of this Announcement and the documents required to be published pursuant to Rule 26.3 of the Takeover Code, will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Sigma's website at www.sigmacapital.co.uk/investor-relations/offer-for-the-company/ and on Bidco's website at www.pinebridge.com/pinebridge-benson-elliot/firm-offer by no later than 12.00 noon on the business day following the date of this Announcement. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this Announcement.