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Announcements

Value Investors

DBAY - Values

COMPASS ASSET MANAGEMENT SA – NON-BINDING LETTER OF INTENT

RECOMMENDED INCREASED FINAL CASH OFFER

NON-BINDING LETTER OF INTENT

ADJOURNMENT AND RECONVENING OF COURT MEETING AND GENERAL MEETING
2021-09-14

STATEMENT REGARDING NON-BINDING LETTER OF INTENT FROM COMPASS ASSET MANAGEMENT SA
2021-09-07

RECOMMENDED CASH OFFER for TELIT COMMUNICATIONS PLC
2021-25-05

DBAY Advisors Limited Statement re-Possible Offer
2021-19-03

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”) AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, EVEN IF THE PRECONDITIONS NOTED BELOW ARE SATISFIED OR WAIVED

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE

18 March 2021

DBAY Advisors Limited (“DBAY”)

Statement regarding Telit Communications PLC (“Telit” or the “Company”)

DBAY, the largest shareholder in Telit with a shareholding of 34,970,165 shares, representing 26.02% of the current issued share capital of the Company, notes the recent media speculation and announcement by Telit. DBAY confirms that it is in discussions with the Company regarding a possible offer for the issued and to be issued share capital of Telit (the “Possible Offer”).

Following DBAY’s announcement on 15 December 2020 that it had no intention of making an offer for Telit, DBAY made a single confidential approach to Telit on 10 February 2021 to be released from its restrictions under Rule 2.8 of the Code. The Telit Board did not indicate at what price it would be prepared to recommend the Possible Offer, but allowed DBAY to undertake confirmatory due diligence.

DBAY can confirm the highest price that it has paid for Telit shares in the three months prior to the commencement of the offer period was 206 pence per share and, in accordance with Rule 6 of the Code, any Possible Offer from DBAY will need to be at or above this price.

DBAY is also considering offering a partial non-voting preference share alternative to allow shareholders to roll-over some of their investment and retain an interest in the Company’s future should they choose to do so.

Whilst commercial discussions with the Board of Telit are ongoing and there can be no certainty that any firm offer will be made, DBAY believes, based on its due diligence to date, that any Possible Offer at 206 pence per Telit share, which equates to a premium of approximately 54% relative to Telit’s closing price on 26 October 2020 (the day before DBAY made its first proposal to Telit), represents a fair and reasonable price and gives Telit shareholders the opportunity to sell their shareholding for cash. Alternatively, shareholders may participate in any future upside by electing for the non-voting preference share alternative. DBAY is supportive of Telit’s management team and employees, and DBAY continues to believe that without the distractions of a public listing, they can focus on realising the Company’s potential.

Any announcement by DBAY of a firm intention to make an offer for Telit under Rule 2.7 of the Code is subject to certain customary pre-conditions (which, in accordance with Rule 2.5(c)(i) of the Code may be waived in whole or in part by DBAY):

  1.  satisfactory completion of due diligence on Telit, including appropriate access to senior management;
  2.  the directors of Telit providing a unanimous and unqualified recommendation and the provision of irrevocable undertakings on terms satisfactory to DBAY in favour of the transaction from the directors of Telit (and their connected persons) who are also shareholders; and
  3.  DBAY finalising committed debt financing for the Possible Offer.

For the purposes of Rule 2.5(a) of the Code, DBAY reserves the right to:

(i) introduce other forms of consideration and/or to vary the form and/or mix of the consideration described in this announcement; and

(ii) make an offer on less favourable terms than 206 pence per Telit share:

a. with the recommendation or consent of the Board of Telit;

b. if Telit announces, declares or pays any dividend or any other distribution to shareholders, in which case DBAY will have the right to make an equivalent reduction in its offer terms;

c. if a third party announces a firm intention to make an offer for Telit on less favourable terms than the Possible Offer; or

d. following the announcement by Telit of a whitewash transaction pursuant to the Code.

However, an offer by DBAY on less favourable terms than 206 pence per Telit share would also require a dispensation from Rule 6 of the Code.

Takeover Code Note

On 15 December 2020, DBAY confirmed that it had no intention of making an offer for Telit and, as a result of that announcement, was bound by the restrictions imposed by Rule 2.8 of the Code (the “Restrictions”) for a period of six months, which ends on 16 June 2021 (the “Restricted Period”). In accordance with Note 2 on Rule 2.8, the Restrictions were capable of being set aside at any point in the Restricted Period in certain circumstances, including with the consent of the Board of Telit.

As set out in Telit’s announcement on 18 March 2021, Telit released DBAY from the Restrictions on the basis set out in this paragraph. In accordance with Paragraph 3 of Practice Statement 28, published by the Panel Executive and entitled “Rules 2.8 and 35.1 – Entering Into Talks During a Restricted Period”, until such time as the Restricted Period has expired, there is no requirement to specify a deadline by which DBAY must either announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or to announce that it does not intend to make such an offer. This is because DBAY remains subject to the Restrictions until the end of the Restricted Period and, as a result, Telit is able to terminate the discussions with DBAY at any time, at which point the Restrictions would be re-imposed on DBAY for the remainder of the Restricted Period and Telit would announce the same. However, if, at the expiry of the Restricted Period, discussions between the parties are still ongoing and DBAY has not announced (i) its firm intention to make an offer in accordance with Rule 2.7 of the Code or (ii) that it does not intend to make such an offer, then the Board of Telit, in accordance with the Code, will announce the date and time by which it must do so, which will be 5.00 pm on the 28th day following the end of the Restricted Period, being 14 July 2021.

A further statement will be made as appropriate.

The person responsible for arranging the release of this announcement on behalf of DBAY is Mike Haxby (COO, DBAY Advisors Limited)

Enquiries:

Investec Bank plc (Financial Advisor to DBAY)
+44 (0) 207 597 5970
Gary Clarence
William Godfrey

Notice related to financial advisor

Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority, is acting for DBAY and no one else in connection with the above and will not be responsible to anyone other than DBAY for providing the protections offered to clients of Investec nor for giving advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.dbayadvisors.com, by no later than 12 noon (London time) on 19 March 2021.

The content of the website referred to above is not incorporated into and does not form part of this announcement.

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.

DBAY Advisors Limited Statement re Possible Offer
2020-12-04 11:06:23.585 GMT

DBAY Advisors Limited Statement re Possible Offer
2020-12-04 11:06:23.585 GMT

(Dow Jones) — TIDMTCM
RNS Number : 6175H
DBAY Advisors Limited

04 December 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”) AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release
4 December 2020

STATEMENT REGARDING POSSIBLE OFFER FOR TELIT COMMUNICATIONS PLC (“Telit”)

Dbay Advisers Limited (“Dbay”) announced a possible cash offer of GBP1.90 per Telit share (the “Dbay Possible Offer”) this morning. Dbay now confirms that it has acquired 471,516 Telit shares today and the highest price paid was GBP1.948 per share and accordingly, under the rules of the Code, any possible offer from Dbay will need to be at or above this price. A detailed dealing announcement under Rule 8 of the Code will be made as appropriate.

Any Possible Offer is to be made by funds under the management of Dbay. This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that any firm offer will be made.

Whilst commercial discussions with the Board of Telit are ongoing and there can be no certainty that any firm offer will be made.

As noted in Telit’s announcement on 1 December 2020, in accordance with Rule 2.6(c) of the Code, the Board of Telit and the Panel on Takeovers and Mergers (the “Panel”) have granted Dbay an extension, such that by no later than 5.00 p.m. on 18 December 2020, Dbay must either announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for the Company, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended further with the consent of the Panel, at the Company’s request, in accordance with Rule 2.6(c) of the Code.

A further statement will be made as appropriate.

The person responsible for arranging the release of this announcement on behalf of Dbay is Mike Haxby (Operations Manager, Dbay Advisers Limited)

Enquiries:

Dbay Advisers Limited +44 (0) 1624 690900 Mike Haxby

Investec Bank Plc, financial adviser to Dbay +44 (0) 207 597 5970 Gary Clarence / William Godfrey

Important notices

DBAY is an international asset management firm with offices in the Isle of Man and London. It set up its first investment vehicle in 2008 and now manages investments on behalf of institutional investors, family offices, pension funds, trusts and foundations in various funds. DBAY is owned by members of the firm on a partnership basis.

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Dbay’s website at dbayadvisors.com promptly and in any event by no later than 12 noon on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

This announcement is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction. The release, publication or distribution of this communication in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdictions.

Investec Bank Plc (“Investec”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting as financial adviser exclusively for Dbay and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than Dbay for providing the protections afforded to clients of Investec, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Investec 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 Investec in connection with this announcement, any statement contained herein or otherwise.

Disclosure requirements of 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, 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 http://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)20 7638 0129.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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END

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(END) Dow Jones Newswires

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STATEMENT REGARDING POSSIBLE OFFER FOR TELIT COMMUNICATIONS PLC (“Telit”)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”) AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

04/12/2020

STATEMENT REGARDING POSSIBLE OFFER FOR TELIT COMMUNICATIONS PLC (“Telit”)

Dbay Advisers Limited (“Dbay”) first approached the Board of Telit on 27 October 2020 with a proposed all cash offer for Telit at £1.75 per share, representing a 33.6% premium to the closing Telit share price on 27 October 2020. Following discussions with the Board of Telit, Dbay confirms it is now considering a possible cash offer of £1.90 per Telit share (the “Dbay Possible Offer“). The Dbay Possible Offer is to be made by funds under the management of Dbay. This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that any firm offer will be made.

Dbay is currently the largest shareholder in Telit and holds 20,443,369 shares in Telit, representing a 15.37% shareholding in Telit. As a significant shareholder in Telit, Dbay has considered the alternative proposal from u-blox Holding AG, (“u-blox”) regarding a possible all-share merger, whereby Telit shareholders would receive u-blox shares with uncertain value. Dbay does not believe the u-blox proposal is compelling and does not intend to accept the proposed all-share proposal should such an offer be made by u-blox.

Whilst commercial discussions with the Board of Telit are ongoing and there can be no certainty that any firm offer will be made, Dbay believes that the Dbay Possible Offer represents a fair and reasonable price and gives Telit shareholders the opportunity to sell their shareholding for cash.

Any announcement by Dbay of a firm intention to make an offer for Telit under Rule 2.7 of the Code is subject to certain customary pre-conditions (which, in accordance with Rule 2.5(c)(i) of the Code may be waived in whole or in part by Dbay):

1. Satisfactory completion of due diligence on Telit, including appropriate access to senior management;

2. The directors of Telit providing a unanimous and unqualified recommendation and the provision of irrevocable undertakings on terms satisfactory to Dbay in favour of the transaction from the directors of Telit (and their connected persons) who are also shareholders; and

3. Dbay finalising committed debt financing for the Dbay Possible Offer.For the purposes of Rule 2.5(a) of the Code, Dbay reserves the right to:

i.introduce other forms of consideration and/or to vary the form and/or mix of the consideration described in this announcement; and

ii.make an offer on less favourable terms than those set out in this announcement:

a. with the recommendation or consent of the Board of Telit, or an independent committee of Telit directors;
b.if Telit announces, declares or pays any dividend or any other distribution to shareholders, in which case Dbay will have the right to make an equivalent reduction in its offer terms;
c.if a third party announces a firm intention to make an offer for Telit on less favourable terms than the Dbay Possible Offer; or
d.following the announcement by Telit of a whitewash transaction pursuant to the Code.

As noted in Telit’s announcement on 1 December 2020, in accordance with Rule 2.6(c) of the Code, the Board of Telit and the Panel on Takeovers and Mergers (the “Panel”) have granted Dbay an extension, such that by no later than 5.00 p.m. on 18 December 2020, Dbay must either announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for the Company, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended further with the consent of the Panel, at the Company’s request, in accordance with Rule 2.6(c) of the Code.

A further statement will be made as appropriate.

The person responsible for arranging the release of this announcement on behalf of Dbay is Mike Haxby (Operations Manager, Dbay Advisers Limited)

Enquiries:

Dbay Advisers Limited +44 (0) 1624 690900 Mike Haxby

Investec Bank Plc, financial adviser to Dbay +44 (0) 207 597 5970 Gary Clarence / William Godfrey

Important notices

DBAY is an international asset management firm with offices in the Isle of Man and London. It set up its first investment vehicle in 2008 and now manages investments on behalf of institutional investors, family offices, pension funds, trusts and foundations in various funds. DBAY is owned by members of the firm on a partnership basis.

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Dbay’s website at dbayadvisors.compromptly and in any event by no later than 12 noon on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

This announcement is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction. The release, publication or distribution of this communication in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdictions.

Investec Bank Plc (“Investec”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting as financial adviser exclusively for Dbay and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than Dbay for providing the protections afforded to clients of Investec, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Investec 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 Investec in connection with this announcement, any statement contained herein or otherwise.

Disclosure requirements of 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, 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 athttp://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)20 7638 0129.

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04/12/2020