29th Nov 2007 13:14
Cenkos Securities PLC29 November 2007 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN Cenkos Securities Limited ("Cenkos") Possible cash offer for Close Brothers Group PLC ("Close Brothers") Cenkos announced on 8 November 2007 that in conjunction with Landsbanki IslandsHF ("Landsbanki"), it had made an approach to the Board of Directors of CloseBrothers regarding a possible cash offer for the entire issued share capital ofClose Brothers at a price per Close Brothers share of 950 pence. Cenkos wishes to confirm that notwithstanding the intervening market turbulence,it remains together with its partner determined to pursue their proposal at aprice in cash per Close Brothers share of 950 pence. Cenkos would highlight that between close of business on 7 November 2007, thedate of its proposal, and close of business on 28 November 2007, the FTSE 250index has decreased by 4.9%. If Close Brothers' closing share price on 7November 2007 had fallen by the same percentage over this period, its shareprice would now be 723 pence. The proposed offer price of 950 pence per sharerepresents a 31.4% premium to that price. Cenkos would also note that Close Brothers' share price has decreased by 24.2%in the twelve month period ended on 7 November 2007 (or a decrease of 17.8%total shareholder return over the same period), compared with an increase overthat period in the FTSE 250 index of 5.4% (or an increase of 8.2% totalshareholder return). Furthermore, in the three year period ended on 7 November2007, Close Brothers' share price has increased by approximately 10.4% comparedwith an increase over that period in the FTSE 250 index of 70.9%. Cenkos has had meetings with many of Close Brothers' significant shareholdersand has been encouraged by their response. Accordingly Cenkos is disappointedthat the Board of Close Brothers has been unwilling to meet to discuss itsproposal. Cenkos strongly believes that Close Brothers shareholders would wish to have theopportunity of considering its proposal. Accordingly, we strongly urge the Boardof Close Brothers to meet with us to discuss the proposal further. This announcement does not constitute an announcement of a firm intention tomake an offer under Rule 2.5 of the City Code on Takeovers and Mergers ("theCode"). Accordingly, there can be no certainty that any offer will ultimately bemade. Enquiries: David Rydell / Dan de Belder / Rosanne PerryBell Pottinger Corporate & Financial 0207 861 3232 Sources: Share prices and total shareholder return have been sourced fromBloomberg and Factset. Total shareholder return assumes gross dividendsreinvested into security. Twelve month and three year periods calculated byreference to closing prices on 7 November at the start and end of each period. 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
CNKS.LClose Bros