14th Jan 2008 07:01
Cenkos Securities PLC14 January 2008 Cenkos Securities plc ("Cenkos") Landsbanki Islands HF ("Landsbanki") Possible recommended offer for Close Brothers Group PLC ("Close Brothers") Further to recent press comment, the Boards of Cenkos and Landsbanki confirmthat they are in discussions with Close Brothers regarding a possiblerecommended offer for the entire issued share capital of Close Brothers. It is currently envisaged that an offer for Close Brothers would be made byCenkos by way of a scheme of arrangement, with a sale of the banking division toLandsbanki conditional upon the scheme becoming effective, and that funding forthe offer would be achieved through a combination of debt and a significantequity issue by Cenkos. Cenkos intends that the divisions being retained by it would continue to be runindependently of its existing businesses, and the employees of those divisionswill be remunerated in line with Cenkos' existing policy of direct equityownership together with transparent pay structures. The expansion of Landsbanki's operations outside Iceland is a clearly statedstrategic priority. The focus of this strategy has been to achieve sectoral andgeographic diversification of assets, funding and income through the addition ofvalue enhancing complementary businesses. The diverse model of the CloseBrothers banking division together with its valuable management and employeesbrings a good fit to this strategy and would provide Landsbanki with anexcellent opportunity to further strengthen its footprint in the specialistasset-based lending sector in the UK, Irish, Channel Islands and German markets.Furthermore, Close Brothers' banking operations are very well funded with theratio of deposits to total loan book being 117% on July 31 2007(1). The proposal of Cenkos and Landsbanki is subject to a number of pre-conditionsand conditions, including due diligence, Cenkos shareholder approval andregulatory approval and there can be no certainty that the discussions willultimately lead to an offer for Close Brothers nor as to the terms or the priceon which an offer might be made nor as to the timing of any offer. Enquiries: HSBC (adviser to Cenkos and Landsbanki)Anthony Bernbaum / Julian Gray +44 20 7991 8888 Bell Pottinger (PR adviser to Cenkos)David Rydell / Dan De Belder+44 20 78613232 HSBC Bank plc, which is regulated in the United Kingdom by the FinancialServices Authority, is acting for Cenkos and Landsbanki and no one else inrelation to matters described in this announcement and will not be responsibleto anyone other than Cenkos and Landsbanki for providing the protectionsafforded to customers of HSBC Bank plc or for providing advice on mattersdescribed in this announcement. 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 Close Brothers, all"dealings" in any "relevant securities" of that company (including by means ofan option in respect of, or a derivative referenced to, any such "relevantsecurities") must be publicly disclosed by no later than 3.30 pm (London time)on the London business day following the date of the relevant transaction. Thisrequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Close Brothers, they will bedeemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Close Brothers by Close Brothers, or by any of its "associates",must be disclosed by no later than 12.00 noon (London time) on the Londonbusiness day 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 theTakeover Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the TakeoverPanel. 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. -------------------------- (1) Close Brothers Annual Report 2007 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
CNKS.LClose Bros