18th Oct 2006 14:09
Regis Group PLC18 October 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM AUSTRALIA, CANADA,JAPAN OR THE UNITED STATES REGIS GROUP PLC POSSIBLE OFFER FOR GRAINGER TRUST PLC ("GRAINGER") Further to recent speculation, Regis Group Plc ("Regis") confirms that it iscurrently assessing the attractions of making a proposal regarding a possiblecash offer to the board of Grainger that will satisfy the board's expectationsregarding value to the benefit of Grainger shareholders. As part of this review,Regis is in discussions with a number of possible providers of finance, bothdebt and equity, including Merrill Lynch and William Pears. This announcement does not amount to a firm intention to make an offer. There isno certainty that an offer will be made nor as to the terms of any offer thatmight be made. A further announcement will be made when appropriate. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes, "interested" (directly or indirectly) in1% or more of any class of "relevant securities" of Grainger, all "dealings" inany "relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Grainger, they will be deemed to be asingle person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Grainger by Regis or by any of their respective "associates" mustbe disclosed by no later than 12.00 noon (London time) on the London businessday following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. The distribution of this announcement in jurisdictions other than the UnitedKingdom may be restricted by law and therefore persons into whose possessionthis announcement comes should inform themselves about, and observe, suchrestrictions. Any failure to comply with the restrictions may constitute aviolation of the securities laws of any such jurisdiction. This announcementdoes not constitute an offer or an invitation to purchase or subscribe for anysecurities or a solicitation of an offer to buy any securities pursuant to thisannouncement or otherwise in any jurisdiction in which such offer orsolicitation is unlawful. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Grainger plc