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Statement re press speculation

28th Mar 2018 17:05

RNS Number : 3067J
NEX Group PLC
28 March 2018
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

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 ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS AND THERE CAN BE NO CERTAINTY THAT A FIRM OFFER WILL BE MADE, OR AS TO THE TERMS ON WHICH ANY SUCH OFFER WOULD BE MADE.

 

28th March 2018

 

Statement re press speculation

 

The Board of NEX Group plc ("NEX") notes this afternoon's press speculation and confirms that it has received a non-binding proposal from CME Group Inc. ("CME") regarding a potential acquisition of NEX at a price of £10 per share.

 

Discussions are at an advanced stage; there can be no certainty that an offer for NEX will be made, nor as to the terms of any offer.

 

A further announcement will be made if appropriate.

 

In accordance with Rule 2.6(a) of the Code, CME must, by not later than 5.00 pm on 12th April 2018, either announce a firm intention to make an offer for NEX in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for NEX, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

 

This announcement has been made without the consent of CME.

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on NEX's website (http://www.nex.com/investors/possible-offer) by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into, and does not form part of, this announcement.

 

 

Enquiries:

 

NEX Group plc

Samantha Wren, CFO

+44 207 818 9000

Alex Dee, Head of Investor Relations

Citi (Financial advisor and corporate broker to NEX)

+44 207 986 4000

Piers Davison

Jan Skarbek

Peter Brown (Corporate Broking)

Evercore (Financial advisor to NEX)

+1 212 857 3100

Jane Gladstone

Edward Banks

Dave Cox

Maitland

+44 207 379 5151

Neil Bennett

Rebecca Mitchell

 

This announcement is not intended to, and does not, constitute an offer to sell, or the solicitation of an offer to subscribe to buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction

 

The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.

 

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as joint financial adviser to NEX and for no one else in connection with matters set out in this announcement and will not be responsible to anyone other than NEX for providing the protections afforded to its clients or for providing advice in relation to matters set out in this announcement.

 

Evercore Group L.L.C. ("Evercore LLC"), which is a securities broker-dealer registered with the U.S. Securities and Exchange Commission ("SEC") and subject to regulation by the SEC and the Financial Industry Regulatory Authority ("FINRA"), and Evercore Partners International LLP ("EPI LLP") (together with Evercore LLC, "Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting as financial adviser for NEX and no one else in connection with matters set out in this announcement, and will not be responsible to anyone other than NEX for providing the protections afforded to clients of Evercore or for providing advice in relation to matters referred to in this announcement. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract or in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained therein or otherwise.

 

Disclosure requirements of the Takeover Code (the "Code")

 

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 Code, any person who is, or becomes, interested in 1 per cent. 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 Takeover 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.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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