11/06/2019 | Press release | Distributed by Public on 11/06/2019 06:16
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 OF SUCH JURISDICTION.
6 November 2019
Possible offer for
Carpetright plc ('Carpetright' or the 'Company')
Meditor European Master Fund Limited
(or a company incorporated for this purpose) ('Meditor')
Update on letters of intent
On 31 October 2019, the Company announced an update on its long-term financing arrangements, the possible offer by Meditor (the 'Possible Offer') and a trading update.Carpetright stated that irrevocable undertakings and letters of intent had been received in respect of an aggregate of 72,951,194 ordinary shares in the capital of the Company ('Shares')representing 24.0% of the issued share capital of the Company (and 34.3% of the share capital not currently held by Meditor)to vote in favour of the Possible Offer.
On 5 November 2019, a further non-binding letter of intent to vote in favour of the Possible Offer was received from Investec Asset Management Limited in respect of 11,311,773 Shares.
Therefore, irrevocable undertakings and letters of intent have been received in respect of an aggregate of 84,262,967 Shares representing 27.7% of the issued share capital of the Company (and 39.6% of the share capital not currently held by Meditor)to vote in favour of the Possible Offer.
There can be no certainty that the Possible Offer will be made, nor as to its terms. A further statement will be made as appropriate.
In accordance with Rule 2.6(a) of the Code, by not later than 5.00 pm on 28 November 2019, Meditor must either announce a firm intention to make an offer for Carpetright in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Carpetright, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
For further enquiries please contact:
Wilf Walsh, Chief Executive Officer
Jeremy Simpson, Chief Financial Officer
Tel: 01708 802000
Peel Hunt LLP (Rule 3 Adviser)
Tel: 020 7418 8900
Citigate Dewe Rogerson (Financial PR)
Tel: 020 7638 9571
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(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
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Carpetright confirms that, as at the date of this announcement, its issued and fully paid share capital consists of 303,787,164 ordinary shares with par value of 1p. The International Securities Identification Number (ISIN) for the ordinary shares is GB0001772945.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of Carpetright at https://www.carpetright.plc.uk/investors promptly and by no later than 12 noon (London time) 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.
Peel Hunt LLP ('Peel Hunt'), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for Carpetright and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Carpetright for providing the protections afforded to clients of Peel Hunt nor for providing advice in connection with the matters referred to herein. Neither Peel Hunt 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 Peel Hunt in connection with this announcement, any statement contained herein or otherwise.
This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms anticipates, believes, estimates, expects, intends, may, plans, projects, should or will, or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include, but are not limited to, statements regarding the Company's and/or Directors' intentions, beliefs or current expectations concerning, amongst other things, the Group's results of operations, financial position, prospects, growth, strategies and expectations for the floorcoverings and beds market.
Any forward-looking statements in this announcement reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations and growth strategy. Shareholders should specifically consider the factors identified in this announcement which could cause actual results to differ before making any investment decision. Subject to the requirements of the Prospectus Rules, the Disclosure Guidance and Transparency Rules, and the Listing Rules, none of the Company, the Directors nor Peel Hunt undertakes any obligation publicly to release the result of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this announcement. Past performance of the Company is not necessarily indicative of future performance.
This announcement is not an offer to sell or the solicitation of an offer to buy any securities, and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.
Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this announcement.