14 Nov 2017 16:05
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 SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE" OR THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO UNDERTAKE ANY TRANSACTION WHETHER UNDER RULE 2.7 OF THE CODE OR OTHERWISE AND THERE CAN BE NO CERTAINTY THAT ANY TRANSACTION WILL PROCEED, NOR AS TO THE TERMS OF ANY SUCH TRANSACTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
14 November 2017
ZPG Plc
Statement regarding possible offer for GoCompare Group Plc
ZPG Plc ("ZPG") notes the recent press speculation regarding a potential offer for GoCompare Group plc ("GoCompare") by ZPG.
ZPG confirms that it made an approach to GoCompare on 8 November 2017 in relation to a combination of the two businesses and that the approach was rejected.
The Board of ZPG is currently considering its position.
This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that any firm offer for GoCompare will be made, nor as to the terms on which any offer might be made.
In accordance with Rule 2.6(a) of the Code, ZPG is required, by no later than 5.00 pm on 12 December 2017, to either announce a firm intention to make an offer for GoCompare in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for GoCompare, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can only be extended with the consent of the Takeover Panel at the request of the Board of the GoCompare in accordance with Rule 2.6(c) of the Code.
A further announcement will be made as and when appropriate.
Enquiries:
ZPG Plc
Lawrence Hall, Head of Communications - lawrence.hall@zpg.co.uk / 07890 078 945Rachael Malcolm, Head of Investor Relations - rachael.malcolm@zpg.co.uk / 0203 8725 648
Maitland - PR AdviserTel: 020 7379 5151James Isola
Jais Mehaji
Credit Suisse - Financial Adviser
Tel: +44 (0)20 7888 8888
Gillian Sheldon
Joe Hannon
Lewis Burnett
Jefferies International Limited - Financial Adviser
Tel: +44 (0)20 7029 8000
Paul NichollsDominic Lester
Tariq Hussain
Disclosure requirements of the Takeover 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.
Takeover Code Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, ZPG confirms that, as at the close of business on 13 November 2017, it had in issue 438,878,839 ordinary shares of 0.1 pence each in issue (excluding ordinary shares held in treasury) and admitted to trading on the Main Market of the London Stock Exchange. ZPG's International Securities Identification Number ("ISIN") is GB00BMHTHT14.
Publication of this announcement
A copy of this announcement will be available subject to certain restrictions relating to persons resident in restricted jurisdictions on ZPG's website at www.zpg.co.uk/investors as soon as possible.
The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Financial Adviser Disclosure
Credit Suisse International ("Credit Suisse") which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as financial adviser exclusively for ZPG and no one else in connection with the matters set out in this announcement. In connection with such matters, Credit Suisse International will not regard any other person as their client, nor and will not be responsible to anyone other person than ZPG for providing the protections afforded to clients of Credit Suisse International or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.
Jefferies International Limited ("Jefferies") which is regulated in the United Kingdom by The Financial Conduct Authority, is acting as financial adviser exclusively for ZPG and no one else in connection with the matters set out in this announcement. In connection with such matters, Jefferies will not regard any other person as their client, nor and will not be responsible to anyone other person than ZPG for providing the protections afforded to clients of Jefferies or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither Jefferies nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.