(TheNewswire)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLEOR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULDCONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THATJURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
RECOMMENDED ALL-SHAREMERGER OF EQUALS of ALTUSSTRATEGIES PLC and ELEMENTAL ROYALTIESCORP. to be implemented by means of a scheme ofarrangement under Part 26 of the Companies Act 2006
12 August 2022 – TheNewswire - On 14June 2022, the boards of Altus Strategies plc (“ Altus ” or the“ Company ”) ( AIM:ALS) ( TSXV:ALTS) ( OTC:ALTUF) and Elemental RoyaltiesCorp. (“ Elemental ”) announced that they had reachedagreement on the terms of a recommended share-for-share merger ofequals of Elemental and Altus with the entire issued and to be issuedshare capital of Altus being acquired by Elemental (the“ Merger ”). The Merger has been put forward to Scheme Shareholdersby means of a Court-sanctioned scheme of arrangement under Part 26 ofthe Companies Act (the “ Scheme ”). The scheme document in connectionwith the Merger was published on 12 July 2022 (the “ Scheme Document ”).Capitalised terms in this announcement, unless otherwise defined, havethe same meanings as set out in the Scheme Document. All references totimes in this announcement are to London time unless otherwise stated.
On 8 August 2022, the Scheme was approved by therequisite majorities of Scheme Shareholders at the Court Meeting andthe Special Resolution to implement the Scheme was approved by therequisite majority of Altus Shareholders at the General Meeting.
Altus is pleased to announce that the High Court ofJustice of England and Wales has today made an order sanctioning theScheme under section 899 of the Companies Act 2006 pursuant to whichthe Merger is being implemented.
Next steps
Altus confirms that the Scheme Record Time for theScheme will be 10:00 p.m. on Monday 15 August 2022. SchemeShareholders on Altus’ register at the Scheme Record Time will, uponthe Scheme becoming effective in accordance with its terms, beentitled to receive consideration as provided for in the SchemeDocument.
It is anticipated that the Effective Date of the Schemewill be Tuesday 16 August 2022, when a copy of the Court Order isdelivered to the Registrar of Companies. There has been no change tothe expected timetable of principal events relating to the Scheme thatwas set out in the appendix to the announcement dated 12 July 2022.
As announced on 12July 2022 , a request has been made forthe cancellation of the admission to trading of the Ordinary Shares ofthe Company (“ AltusShares ”) on the London Stock Exchange’s AIMmarket and for the delisting of Altus Shares from TSX-V. Notice hasalso been given such that Altus Shares shall have their OTCQXdesignation withdrawn.
The last day of dealings in, and for the registrationof transfers of, and disablement in CREST of, Altus Shares, isexpected to be Monday 15 August 2022, and trading in Altus Shares willbe suspended on the London Stock Exchange’s AIM market and halted onthe TSX Venture Exchange (the “ TSX-V ”) with effect from the commencement oftrading on Tuesday 16 August 2022.
It is expected that, subject to the Scheme becomingEffective on Tuesday 16 August 2022:
(i) the admission to trading ofAltus Shares on the London Stock Exchange’s AIM market will becancelled (at 7:00 a.m. (London time) on Wednesday 17 August 2022);
(ii) the Altus Shares’ OTCQXdesignation shall be withdrawn (at 9:00 a.m. (New York time) onWednesday 17 August 2022); and
(iii) the Altus Shares will bedelisted from the TSX-V (at 4:30 p.m. (Toronto time) on Wednesday 17August 2022).
Further announcements will be made when the Schemebecomes Effective and when the admission to trading of Altus Shareshas been cancelled on the London Stock Exchange’s AIM market, AltusShares have been delisted from TSX-V and Altus Shares have had theirOTCQX designation withdrawn.
For further information you are invitedto visit the Company’s website www.altus-strategies.com or contact:
Altus Strategies plc | +44 (0) 1235 511 767 |
Steven Poulton, Chief Executive | |
UBS (Financial Adviser to Altus) | +44 (0) 20 7567 8000 |
Jason Hutchings | |
Sandip Dhillon | |
Frank Geary | |
SP Angel Corporate Finance LLP (Nominated Adviser) | +44 (0) 20 3470 0470 |
Richard Morrison Adam Cowl | |
SP Angel Corporate Finance LLP (Broker) Grant Barker Rob Rees | +44 (0) 20 3470 0471 |
Shard Capital Partners LLP (Broker) Damon Heath Isabella Pierre | +44 (0) 20 7186 9927 |
Yellow Jersey PR (Financial PR & IR to Altus) | +44 (0) 20 3004 9512 |
Charles Goodwin | |
Henry Wilkinson | |
Elemental Royalties Corp. | +44 (0) 7554 872 794 |
Frederick Bell, CEO and Director | |
Canaccord Genuity Limited (Financial Adviser to Elemental) | +44 (0) 20 7523 8000 |
Raj Khatri | |
James Asensio | |
David Sadowski | |
Brad Cameron | |
Longview Communications & PublicAffairs (Financial PR & IR to Elemental) | +1 604 694 6035 |
Alan Bayless | |
Fasken Martineau LLP is retained as legal adviser to Elemental | +44 (0) 20 7917 8500 |
Norton Rose Fulbright LLP is retained as UK legal adviser to Altus | +44 (0) 20 7283 6000 |
About AltusStrategies plc
Altus Strategies plc (AIM: ALS,TSX-V: ALTS & OTCQX: ALTUF) is an income generating mining royaltycompany, with a diversified portfolio of production, pre-productionand discovery stage assets. The Company’s differentiated approach ofgenerating royalties on its own discoveries in Africa and acquiringroyalties globally through financings and acquisitions with thirdparties has attracted key institutional investor backing. Altus hasestablished a global portfolio comprising 33 royalty interests and 26project interests across nine countries and nine metals. The Companyengages constructively with all stakeholders, working diligently tominimise its environmental impact and to promote positive economic andsocial outcomes in the communities where it operates. For furtherinformation, please visit www.altus-strategies.com .
FurtherInformation
This announcement is not intendedto, and does not, constitute or form part of any offer or invitationto purchase, otherwise acquire, subscribe for, sell or otherwisedispose of, any securities or the solicitation of any vote or approvalpursuant to the Merger, in any jurisdiction in which such offer,invitation or solicitation is unlawful.
The Merger will be made solely bymeans of the Scheme Document, which contains the full terms andconditions of the Merger including details of how to vote in respectof the Scheme.
This announcement does notconstitute a prospectus or a prospectus equivalent document.
This announcement has been preparedfor the purposes of complying with English law, any applicablesecurities laws in Canada and the United States, the AIM Rules, therules of the London Stock Exchange and the Takeover Code and theinformation disclosed may not be the same as that which would havebeen disclosed if this announcement had been prepared in accordancewith the laws of jurisdictions outside of England.
Important noticesrelating to financial advisers
UBS AG London Branch(“ UBS ”) is authorised andregulated by the Financial Market Supervisory Authority inSwitzerland. It is authorised by the PRA and subject to regulation bythe FCA and limited regulation by the PRA in the United Kingdom and isacting as financial adviser to Altus and for no one else in connectionwith the Merger and other matters referred to in this announcement and will not be responsible to anyoneother than Altus for providing the protections afforded to its clientsor for providing advice in relation to the Merger, the contents ofthis announcement or any other matters referredto in this announcement . Neither UBSnor any of its subsidiaries, branches or affiliates owes or acceptsany duty, liability or responsibility whatsoever (whether direct orindirect, whether in contract, in tort, under statute or otherwise) toany person who is not a client of UBS in connection with any matterreferred to in this announcement or otherwise.
SP Angel is authorised and regulatedby the FCA in the United Kingdom and is acting as nominated adviserand broker to Altus and for no one else in connection with the Mergerand other matters referred to in this announcement and will not be responsible to anyoneother than Altus for providing the protections afforded to its clientsor for providing advice in relation to the Merger, the contents ofthis announcement or any other matters referred to in this announcement . Neither SP Angel nor any of itssubsidiaries, 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 anyperson who is not a client of SP Angel in connection with any matterreferred to in this announcement orotherwise.
Canaccord Genuity Limited, which isauthorised and regulated by the FCA in the United Kingdom, andCanaccord Genuity Corp. (together, Canaccord Genuity) are acting as financial adviser toElemental and for no one else in connection with the Merger and othermatters referred to in this announcement and will notbe responsible to anyone other than Elemental for providing theprotections afforded to their clients or for providing advice inrelation to the Merger, the contents of this announcement or any other matters referred to in this announcement . Neither Canaccord Genuity nor any oftheir 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 anyperson who is not a client of Canaccord Genuity in connection with anymatter referred to in this announcement orotherwise.
Overseasshareholders
The release, publication ordistribution of this announcement in, into or from jurisdictions otherthan the United Kingdom, Canada or the United States may be restrictedby law. Therefore any persons who are subject to the laws of anyjurisdiction other than the United Kingdom, Canada or the UnitedStates, or Altus Shareholders who are not resident in and citizens ofthe United Kingdom, Canada or the United States, should informthemselves of and observe any applicable requirements. Any failure tocomply with the applicable restrictions may constitute a violation ofthe securities laws of any such jurisdiction. To the fullest extentpermitted by applicable law, Elemental and Altus and persons involvedin the Merger, disclaim any responsibility or liability for theviolation of such restrictions by any person. In particular, theability of persons who are not resident in the United Kingdom, Canadaor the United States to vote their Altus Shares with respect to theScheme at the Court Meeting and the General Meeting, or to execute anddeliver Forms of Proxy appointing another to vote at the Court Meetingor the General Meeting on their behalf, may be affected by the laws ofthe relevant jurisdiction in which they are located.
This announcement is not intended toand does not constitute, or form part of, an offer, invitation or thesolicitation of an offer to purchase, otherwise acquire, subscribefor, sell or otherwise dispose of any securities of Elemental, or thesolicitation of any vote or approval in any jurisdiction: (i) in whichsuch offer or invitation is not authorised; (ii) in which the personmaking such offer or invitation is not qualified to do so; or (iii) inwhich, or to any person to whom, it is unlawful to make such offer,solicitation or invitation or would impose any unfulfilledregistration, publication or approval requirements on Altus,Elemental, or any of their respective directors, officers, agents andadvisers. The Merger will be made solely by means of the SchemeDocument, which contains the full terms and conditions of the Mergerincluding details of how to vote in respect of the Scheme. Any vote inrespect of the Scheme or other response in relation to the Mergershould be made only on the basis of the information contained in theScheme Document.
Unless otherwise determined by Altusor Elemental or required by the Takeover Code, and permitted byapplicable law and regulation, this announcement will not be madeavailable, directly or indirectly, in, into or from a RestrictedJurisdiction where to do so would violate the laws in thatjurisdiction and no person may vote in favour of the Merger within aRestricted Jurisdiction orany other jurisdiction if to do so would constitute a violation of thelaws of that jurisdiction.
It is the responsibility of anyperson into whose possession this announcement comes to satisfythemselves as to their full observance of the laws of the relevantjurisdiction in connection with the Merger, the distribution of thisannouncement, including the obtaining of any governmental, exchangecontrol or other consents which may be required and/or compliance withother necessary formalities which are required to be observed.
Further details in relation toOverseas Shareholders are contained in the Scheme Document.
Notice to USinvestors in Altus
US Altus Shareholders should notethat the Merger relates to the shares of an English company and isproposed to be made by means of a scheme of arrangement provided forunder, and governed by, the laws of England and Wales.
Any securities issued by Elementalas a result of this Merger by means of a scheme of arrangement will beissued in reliance upon the exemption from the registrationrequirements of the Securities Act, pursuant to the exemption fromregistration set forth in Section 3(a)(10) thereof. Accordingly, theScheme will be subject to disclosure requirements and practicesapplicable in the UK to schemes of arrangement, which are differentfrom the disclosure requirements that would be applicable in the US ifthe securities were registered under the US Securities Act.
Except as described in the SchemeDocument under the heading ‘Non-IFRS financial measures’, theannual financial statements included or incorporated in thisannouncement or in the Scheme Document have been prepared inaccordance with IFRS and the interim financial statements included orincorporated by reference below have been prepared in accordance withInternational Accounting Standards (IAS) 34, Interim FinancialReporting. As such, the financial statements included below orincorporated by reference may not be comparable to financialinformation of US companies or companies whose financial statementsare prepared in accordance with generally accepted accountingprinciples in the US. If Elemental exercises its right to implementthe Merger of the Altus Shares in accordance with the Co-operationAgreement by way of a Takeover Offer, such offer will be made incompliance with applicable US laws and regulations, including theregistration requirements of the Securities Act and the tender offerrules under the Exchange Act and any applicable exemptions providedthereunder.
Neither the Merger nor the SchemeDocument have been approved or disapproved by the SEC, any statesecurities commission in the United States or any other US regulatoryauthority, nor have any such authorities passed upon or determined theadequacy or accuracy of the information contained in this announcement or the merits of the Merger. Anyrepresentation to the contrary is a criminal offence in the UnitedStates.
It may be difficult for US AltusShareholders to enforce their rights and any claim arising out of theUS federal laws or to enforce against them a judgment of a US courtpredicated upon the securities laws of the United Kingdom, sinceElemental and Altus are incorporated in a non-US jurisdiction, andsome or all of their officers and directors may be residents ofcountries other than the United States. US Altus Shareholders may notbe able to sue a non-US company or its officers or directors in anon-US court for violations of the US securities laws. Further, it maybe difficult to compel a non-US company and its affiliates to subjectthemselves to a US court’s judgement.
In accordance with normal UKpractice, Elemental or its nominees, or its brokers (acting asagents), may from time to time make certain purchases of, orarrangements to purchase, Altus Shares outside of the US, other thanpursuant to the Merger, until the date on which the Merger and/orScheme becomes effective, lapses or is otherwise withdrawn. Thesepurchases may occur either in the open market at prevailing prices orin private transactions at negotiated prices. Any information aboutsuch purchases will be disclosed as required in the UK, will bereported to a Regulatory Information Service and will be available onthe London Stock Exchange website at www.londonstockexchange.com .
Additional information for AltusShareholders in Canada
No securities commission or similarauthority of Canada, or any other jurisdiction, has reviewed or in anyway passed upon this announcement or the merits of the securitiesdescribed herein, and any representation to the contrary is anoffence.
Altus Shareholders in Canada shouldnote that the Merger relates to the acquisition of shares of anEnglish company and is proposed to be effected by means of a scheme ofarrangement provided for under, and governed by, the laws of Englandand Wales.
If Elemental exercises its right toimplement the Merger of the Altus Shares in accordance with theCo-operation Agreement by way of a Takeover Offer, such Takeover Offerwill be made in compliance with applicable Canadian securities laws orpursuant to an exemption therefrom.
The enforcement by AltusShareholders in Canada of civil liabilities under the Canadiansecurities laws may be affected adversely by the fact that Altus isincorporated or organized under the laws of a jurisdiction other thanCanada, that some or all of Elemental's and Altus' officers anddirectors are and will be residents of countries other than Canada,that some or all of the experts named in the Scheme Document may beresidents of countries other than Canada, and that all or asubstantial portion of the assets of Elemental, Altus and such personsare and will be located outside Canada. As a result, it may bedifficult or impossible for Altus Shareholders in Canada to effectservice of process within Canada upon Altus, Elemental's and Altus'respective officers or directors or the experts named herein, or torealize against them, upon judgments of courts of Canada predicatedupon liabilities under Canadian securities laws. In addition, Altus Shareholders in Canadashould not assume that the courts of England and Wales: (a) wouldenforce judgments of Canadian courts obtained in actions against suchpersons predicated upon civil liabilities under Canadian securitieslaws; or (b) would enforce, in original actions, liabilities againstsuch persons predicated upon civil liabilities under the Canadiansecurities laws.
The distribution of the NewElemental Shares pursuant to the Merger will constitute a distributionof securities that is exempt from the prospectus requirements ofCanadian securities law. The New Elemental Shares received pursuant tothe Merger will not be subject to resale restrictions and may beresold through registered dealers in each of the provinces andterritories of Canada provided that (i) the trade is not a"control distribution" as defined in Canadian securitieslaw, (ii) no unusual effort is made to prepare the market or to createa demand for Elemental Shares, (iii) no extraordinary commission orconsideration is paid to a person in respect of such sale, and (iv) ifthe selling security holder is an insider or officer of Elemental, asthe case may be, the selling security holder has no reasonable groundsto believe that Elemental, as the case may be, is in default ofapplicable Canadian securities law.
Altus Shareholders in Canada shouldbe aware that the Merger described in the Scheme Document may have taxconsequences in Canada and should consult their own tax advisors todetermine the particular tax consequences to them of the Merger inlight of their particular circumstances, as well as any taxconsequences that may arise under the laws of any other relevantforeign, state, local or other taxing jurisdiction.
Forward LookingStatements
This announcement contains certainforward looking statements with respect to Altus, Elemental and theMerger which are, or may be deemed to be, "forward-lookingstatements" and "forward-looking information", each asdefined under applicable securities laws (collectively, forward-lookingstatements ). Forward-lookingstatements are prospective in nature and are not based on historicalfacts, but rather on current expectations and projections of themanagement of Elemental and Altus about future events, and aretherefore subject to risks and uncertainties which could cause actualresults to differ materially from the future results expressed orimplied by the forward-looking statements.
Forward-looking statements often,but not always, use words such as "anticipate","target", "expect", "estimate","intend", "plan", "goal","believe", "hope", "aims","continue", "will", "may","should", "would", "could", or otherwords of similar meaning or derivatives thereof (including negativeand grammatical variations). These statements are based on assumptionsand assessments made by Elemental and/or Altus in light of theirexperience and their perception of historical trends, currentconditions, future developments and other factors they believeappropriate. By their nature, forward-looking statements involve riskand uncertainty, because they relate to events and depend oncircumstances that will occur in the future and the factors describedin the context of such forward-looking statements in this announcement could cause actual resultsand developments to differ materially from those expressed in orimplied by such forward-looking statements and as such are qualifiedin their entirety. Among the factors that could cause actual resultsto differ materially from those described in the forward-lookingstatements are changes in the global, political, economic, business,competitive, market and regulatory forces, future exchange andinterest rates, changes in tax rates and future business combinationsor dispositions.
The forward-looking statementscontained in this announcement include statements related to: theMerger including statements with respect to the implementationthereof; the benefits of the Merger to the Altus Shareholders; thetiming for and receipt of all required regulatory, court, stockexchange and shareholder approvals and approvals to complete theMerger; the ability of Altus to satisfy other conditions to, and tocomplete the Merger; the anticipated timing for completion of theMerger; the closing of the Merger; the expected effects of the Mergeron Altus, the expected timing and scope of the Merger and otherstatements other than historical facts; the intention to seek adelisting of the Altus Shares from AIM and the TSX-V and the AltusShares will no longer be quoted on the OTCQX market in the UnitedStates; and the intention for Altus to make an application to certainCanadian securities commissions after the Effective Date to cease tobe a reporting issuer in Canada.
In respect of forward-lookingstatements and information concerning the anticipated completion ofthe proposed Merger and the anticipated timing for completion of theproposed Merger, Elemental and Altus have provided them in reliance oncertain assumptions and believe that they are reasonable at this time,the ability of the applicable parties to receive, in a timely manner,the necessary regulatory, shareholder, court, stock exchange andrelevant authority approvals, and the ability of the parties tosatisfy, in a timely manner, the other conditions to the closing ofthe Merger. These dates may change for a number of reasons, includingunforeseen delays in preparing meeting materials, inability to securenecessary approvals in the time assumed or the need for additionaltime to satisfy the other conditions to the completion of the Merger.Accordingly, you should not place undue reliance on theforward-looking statements and information in this announcementconcerning these times.
Such forward-looking statementsinvolve known and unknown risks, and uncertainties and other importantfactors that could significantly affect expected results and are basedon certain key assumptions. Such risks, uncertainties and factors maycause the actual results, performance or achievements of Elemental orAltus to be materially different from any future results, performanceor achievements expressed or implied by the forward-lookingstatements. These risks, uncertainties and factors include, withoutlimitation: risks associated with the Merger and Mergers generally;the Co-operation Agreement may be terminated in certain circumstances;there can be no certainty that all conditions precedent to the Mergerwill be satisfied; and the parties will incur costs even if the Mergeris not completed and Elemental may have to pay a break fee to Altus ifthe Co-operation Agreement is terminated in certain circumstances; allnecessary approvals may not be obtained. Additional risks,uncertainties and factors include changes in the global, political,economic, business, competitive, market and regulatory forces, future exchange andinterest rates, changes in tax rates and future business combinationsor disposals. For a discussion of important factors which could causeactual results to differ from forward-looking statements in relationto Elemental or Altus, refer to the Scheme Document.
No member of the Altus Group, norany of their respective associates, directors, officers, employees oradvisers, provides any representation, assurance or guarantee that theoccurrence of the events expressed or implied in any forward-lookingstatements in this announcement will actually occur.
Although it is believed that theexpectations reflected in such forward-looking statements arereasonable, no assurance can be given that such expectations willprove to have been correct and you are therefore cautioned not toplace any reliance on these forward-looking statements which speakonly as at the date of this announcement. It is expected that theseexpectations will change as new information is received. Altus doesnot assume any obligation to update or correct the informationcontained in this announcement (whether as a result of newinformation, future events or otherwise), except as required byapplicable law. Investors are cautioned that forward-lookingstatements are not guarantees of future performance and accordinglyinvestors are cautioned not to put undue reliance on forward-lookingstatements due to their inherent uncertainty.
Publication onwebsite
In accordance with Rule 26.1 of theTakeover Code, a copy of this announcement will be made available,subject to certain restrictions relating to persons resident inRestricted Jurisdictions, on Altus’ website at https://Altus-strategies.com/ and Elemental's website at https://www.Elementalroyalties.com by no later than 12 noon on the firstBusiness Day following the date of this announcement. For theavoidance of doubt, neither the contents of these websites nor anywebsite accessible from hyperlinks is incorporated into or forms partof this announcement.
This announcement will also beavailable on SEDAR under Altus's profile at www.sedar.com .
Hard copydocuments
In accordance with Rule 30.3 of theTakeover Code, Altus Shareholders, persons with information rights andparticipants in the Altus Share Plan may request a hard copy of thisannouncement by contacting Altus’ registrar, Computershare on +44(0) 370 707 1884. Calls are charged at the standard geographic rateand will vary by provider. Calls outside the United Kingdom will becharged at the applicable international rate. Computershare is openbetween 9:00 a.m. to 5:30 p.m., Monday to Friday excluding publicholidays in England and Wales; or (ii) by submitting a request inwriting to Computershare, The Pavilions, Bridgwater Road, Bristol,BS13 8AE, United Kingdom. Please note that Computershare cannotprovide any financial, legal or tax advice and calls may be recordedand monitored for security and training purposes. For persons whoreceive a copy of this announcement in electronic form or via a website notification, a hard copyof this announcement will not be sent unless so requested. Suchpersons may also request that all future documents, announcements andinformation to be sent to them in relation to the Merger should be inhard copy form.
Informationrelating to Altus Shareholders
Please be aware that addresses,electronic addresses and certain other information provided by AltusShareholders, persons with information rights and other relevantpersons for the receipt of communications from Altus may be providedto Elemental during the Offer Period as required under Section 4 ofAppendix 4 of the Takeover Code to comply with Rule 2.11(c) of theTakeover Code.
DisclosureRequirements of the Code
Under Rule 8.3(a) of the TakeoverCode, any person who is interested in one per cent. or more of anyclass of relevant securities of an offeree company or of anysecurities exchange offeror (being any offeror other than an offerorin respect of which it has been announced that its offer is, or islikely to be, solely in cash) must make an Opening Position Disclosurefollowing the commencement of the offer period and, if later,following the announcement in which any securities exchange offeror isfirst identified.
An Opening Position Disclosure mustcontain details of the person's interests and short positions in, andrights to subscribe for, any relevant securities of each of (i) theofferee company and (ii) any securities exchange offeror(s). AnOpening Position Disclosure by a person to whom Rule 8.3(a) of theTakeover Code applies must be made by no later than 3:30 p.m. on the10th Business Day following the commencement of the offer period and,if appropriate, by no later than 3:30 p.m. on the 10th Business Dayfollowing the announcement in which any securities exchange offeror isfirst identified. Relevant persons who deal in the relevant securitiesof the offeree company or of a securities exchange offeror prior tothe deadline for making an Opening Position Disclosure must insteadmake a Dealing Disclosure.
Under Rule 8.3(b) of the TakeoverCode, any person who is, or becomes, interested in one per cent. ormore of any class of relevant securities of the offeree company or ofany securities exchange offeror must make a Dealing Disclosure if theperson deals in any relevant securities of the offeree company or ofany securities exchange offeror. A Dealing Disclosure must containdetails of the dealing concerned and of the person's interests andshort positions in, and rights to subscribe for, any relevantsecurities of each of (i) the offeree company and (ii) any securitiesexchange offeror, save to the extent that these details havepreviously been disclosed under Rule 8 of the Takeover Code. A DealingDisclosure by a person to whom Rule 8.3(b) of the Takeover Codeapplies must be made by no later than 3:30 p.m. on the Business Dayfollowing the date of the relevant dealing.
If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal,to acquire or control an interest in relevant securities of an offeree company or a securitiesexchange offeror, they will be deemed to be a single person for thepurpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures mustalso be made by the offeree company and by any offeror and DealingDisclosures must also be made by the offeree company, by any offerorand by any persons acting in concert with any of them (see Rules 8.1,8.2 and 8.4 of the Takeover Code).
Details of the offeree and offerorcompanies in respect of whose relevant securities Opening PositionDisclosures and Dealing Disclosures must be made can be found in theDisclosure Table on the Panel's website at www.thetakeoverpanel.org.uk , including details of the number ofrelevant securities in issue, when the offer period commenced and whenany offeror was first identified. You should contact the Panel'sMarket Surveillance Unit on +44 (0)20 7638 0129 if you are in anydoubt as to whether you are required to make an Opening PositionDisclosure or a Dealing Disclosure.
Market AbuseRegulation Disclosure
This announcement contains insideinformation for the purposes of Article 7 of the Market AbuseRegulation (EU) 596/2014 as it forms part of UK domestic law by virtueof the European Union (Withdrawal) Act 2018 (“MAR”), and isdisclosed in accordance with the Company’s obligations under Article17 of MAR.
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