13th Apr 2022 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
13 April 2022
SLATE ANNOUNCEMENT AND UPDATE ON WORKSPACE OFFER
The Board of McKay Securities Plc ("McKay" or the "Company") notes the announcement released on 12 April 2022 by Slate Asset Management ("Slate") under Rule 2.8 of the City Code on Takeovers and Mergers that it does not intend to make an offer for McKay.
The McKay Directors continue to recommend unanimously to McKay Shareholders the offer by Workspace Group PLC ("Workspace") announced on 2 March 2022 (the "Workspace Offer"). McKay confirms that the Court Meeting and the General Meeting to consider the Workspace Offer will be held at Park Tower Hotel, 101 Knightsbridge, London SW1X 7RN, England on 27 April 2022 at 11.30 a.m. and 11.45 a.m. (or, if later, immediately after the conclusion or adjournment of the Court Meeting), respectively. Further details of both Meetings are set out in the circular in relation to the Workspace Offer (the "Scheme Document") which was published on 29 March 2022. The Scheme Document also contains an expected timetable of principal events in relation to the Workspace Offer.
Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this Announcement are to London, United Kingdom times unless stated otherwise.
Enquiries:
McKay |
|
Simon Perkins, Chief Executive Officer Giles Salmon, Chief Financial Officer | +44 118 950 2333 |
Rothschild & Co (Sole Financial Adviser to McKay) |
|
Alex Midgen Sam Green Jake Shackleford | +44 20 7280 5000 |
Stifel Nicolaus Europe Limited (Corporate Broker to McKay) |
|
Mark Young Stewart Wallace Jack McAlpine | +44 20 7710 7600 |
FTI Consulting (PR Adviser to McKay) |
|
Dido Laurimore Ellie Sweeney | +44 20 3727 1000 |
Slaughter and May is acting as legal adviser to McKay in connection with the Acquisition.
Important notice
This Announcement is for information purposes only and is not intended to and does not and is not intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in relation to the Acquisition or the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This Announcement does not constitute a prospectus or prospectus-equivalent document.
The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the offer document), which, together with the Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision by McKay Shareholders in respect of, or other response to, the Acquisition (including any vote in respect of the Resolutions to approve the Acquisition, the Scheme or related matters), should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).
Disclaimers
Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser exclusively for McKay and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than McKay for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Rothschild & Co in connection with this Announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this Announcement.
Stifel, which is authorised and regulated by the FCA in the United Kingdom, is acting as corporate broker exclusively for McKay and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than McKay for providing the protections afforded to clients of Stifel, nor for providing advice in relation to any matter referred to in this Announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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.
Publication on a website
This Announcement shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on McKay's website at www.mckaysecurities.plc.uk by 12 noon (London time) on the business day following the date of this Announcement. For the avoidance of doubt, the content of this website is not incorporated into and does not form part of this Announcement.
Related Shares:
MCKS.L