16th Aug 2011 10:43
CANACCORD FINANCIAL INC. DISCLOSESPRELIMINARY DISCUSSIONS WITH EVOLUTION GROUP PLC
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. THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS ("CODE"). IT DOES NOT REPRESENT A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.5 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE OR AS TO THE TERMS OR TIMING OF ANY OFFER, IF MADE.
LONDON, August 16, 2011 - Canaccord Financial Inc. ("CF" or the "Company") notes the recent press comment that CF is considering making an approach to The Evolution Group PLC ("Evolution") . CF confirms that it has held preliminary discussions with Evolution regarding a potential offer for the entire issued and to be issued share capital of Evolution.
CF's interest is subject to a number of pre-conditions including, among others, obtaining a unanimous recommendation from the Evolution Board and the satisfactory completion of due diligence. CF reserves the right to waive any or all of its pre-conditions. There can be no certainty an offer will be made, even if the pre-conditions are satisfied or waived.
This is an announcement falling under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code"). It does not represent a firm intention to make an offer under Rule 2.5 of the Code. Accordingly, there can be no certainty that any offer will be made or as to the terms or timing of any offer, if made.
A further announcement will be made as and when appropriate.
A copy of this announcement will be available subject to certain restrictions relating to persons resident in restricted jurisdictions at www.canaccordfinancial.com by no later than 12 noon (London time) on 17 August. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Rule 2.10 disclosure
CF advises of the following in accordance with Rule 2.10 of the Code: as at the close of business on August 15, 2011, it had in issue 83,321,696 Common Shares (without par value) and 4,540,000 Series A Preferred Shares (without nominal or par value). The ISIN for its common shares securities is CA1348011091. The ISIN for its preferred shares is CA1348013071.
Dealing disclosure requirements of the Takeover Code (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 paper 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 paper 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 paper 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 p.m. (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 paper 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. 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.
FOR FURTHER INFORMATION CONTACT:
North America media:
Scott Davidson
Managing Director, Global Head of Marketing & Communications
Phone: 416-869-3875, email: [email protected]
For investor relations inquiries contact:
Jamie KokoskaManager, Investor Relations & CommunicationsPhone: 416-869-3891, email: [email protected]
London media:
Bobby Morse or Ben Romney
Buchanan Communications (London)
Phone: +44 (0) 207 466 5000, email: [email protected]
Nominated Adviser and Joint Broker:
Marc Milmo or Carl Holmes
Charles Stanley Securities
Phone: +44 020 7149 6764, email: [email protected]
Joint Broker:
Oliver Hearsey or Nick Triggs
Keefe, Bruyette & Woods Limited
Phone: +44 (0) 20 7663 5400, email: [email protected]
Related Shares:
CF..LEVG.L