Last checked at 15 Apr 2015 14:56
Worthington Group plc ("the Company" or "Worthington")
15th April 2015
FOR IMMEDIATE RELEASE
Update in relation to possible merger
The Company provides the following clarification of its announcement on 31st March 2015, which stated that "the Company is therefore pleased to inform shareholders that it has been negotiating to merge with an overseas listed company on terms that would represent a significant premium to the Company's suspended share price".
The Company is not in direct discussions with an overseas listed company (the "Proposed Merger Partner"), as previously stated. At this stage, the Proposed Merger Partner requires refinancing, and the Company is in discussions with a group of investors (the "SPV Investors") seeking to establish a special purpose vehicle ("SPV") to provide funding for the Proposed Merger Partner. A condition of the SPV providing the financing is that the Board of the Proposed Merger Partner is changed before the finance is provided.
The Company's discussions with the SPV Investors have included the possibility that the Proposed Merger Partner will make an offer for the Company, once the financing has been provided.
There can be no certainty that these discussions will lead to an offer being made for the Company nor as to the terms on which any offer might be made.
Under the City Code on Takeovers and Mergers (the "Code"), the Company is now considered to be in an offer period. Until the financing of the Proposed Merger Partner completes, The Panel on Takeovers and Mergers (the "Panel") has agreed not to apply the requirement to name the Proposed Merger Partner under Rule 2.4(a) of the Code and not to apply the normal deadline under Rule 2.6(a) of the Code.
The Company expects to be able to provide further information before the end of the month.
The Company will be making a public opening position disclosure disclosing the details required under Rule 8.1(a) and Note 2(a)(i) of Rule 8 of the Code. The Company will be making an announcement in accordance with R2.10 of the Code.
About Worthington Group Plc ("Worthington")
Worthington (Stock Exchange LSE: WRN) is a British investment company that celebrates its 61st anniversary as a London Stock Exchange main market listed company this year. The Company has four areas of investment focus: property, litigation claims, new economy and emerging markets. The Company believes that exceptional shareholder returns can be achieved by utilising its main market Sterling paper to acquire investments in these sectors worldwide.
Note: Forward-looking statements contained in this announcement, including Worthington's strategy and plans, as well as expectations for future revenue and earnings, reflect Worthington's current views and assumptions with respect to future events and are subject to certain risks, uncertainties and assumptions. There are many factors that may cause actual results achieved to differ materially from expectations for future results and expectations that may be expressed in or form an assumption of such forward-looking statements. Such factors include risks related to the day to day business of Worthington, client volatility, sales fluctuations, the general economic climate, political and environment and other risks, cancellations, software failures and interruption to service to customers due to technical problems, acquisition delays and failure as well as other uncertainties related to the results of Worthington including risks of delays or closure of projects, price falls, currency fluctuations and changes in contract terms, legislation and administrative practices, as well as competition risk and other unforeseen factors. If one or more of such risks or factors of uncertainty were to materialise, or should one or more of the statements provided prove to be incorrect, actual developments may differ materially from the forward-looking statements contained in this announcement.
Enquiries:
Charlotte Parham, Media information Tel: +44 203 291 1872
or email: media@worthingtongroupplc.com
PD Cosec - Company Secretary Tel: +44 208 940 0963
Website: www.worthingtongroupplc.com
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th 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 prior to 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% or more of any class of relevant securities of the offeree company or of any securities exchange offeror 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(s), 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 pm (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 Takeover 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Statement ends.