TIDMABB
RNS Number : 8419X
Abbey Protection PLC
16 January 2014
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 THAT
JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.10 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE")
16 January 2014
Abbey Protection plc
Rule 2.10 Announcement
Relevant Securities in Issue
In accordance with Rule 2.10 of the Code, Abbey Protection
announces the following in relation to its share capital:
-- 15,466 Abbey Protection Shares held in treasury are being cancelled;
-- one new Abbey Protection Share is being issued to Markel
Capital Holdings Limited to avoid the requirement for an
independent valuation of the Abbey Protection Shares in connection
with the Scheme and 719,811 new Abbey Protection Shares are being
issued pursuant to proposals made to Abbey Protection Share
Incentive Schemes Participants;
-- there are a total of 100,699,119 Abbey Protection Shares in
issue following the above transactions; and
-- the ISIN of the Abbey Protection Shares is GB00B293ZK84.
Dealings in the Abbey Protection Shares on AIM are set to be
suspended from 7:30am on 17 January 2014, and the admission to
trading on AIM of the Abbey Protection Shares is set to be
cancelled at 7.00 a.m. on 20 January 2014. As such the Company has
not applied for the 719,812 new Abbey Protection Shares to be
admitted to trading on AIM.
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be available on the Company's website at
www.abbeyprotectionplc.com.
Except as otherwise defined herein, capitalised terms used
herein have the same meanings as set out in the Scheme Document
dated 4 November 2013.
For more information, please contact:
Abbey Protection +44 (0) 845 217 8293
Colin Davison
Chris Ward
Adrian Green
PricewaterhouseCoopers LLP (Financial adviser
to Abbey Protection plc)
Simon Boadle
Jon Raggett +44 (0) 20 7583 5000
Shore Capital and Corporate Ltd (Nominated adviser
and broker to Abbey Protection plc) +44 (0) 20 7408 4050
Bidhi Bhoma
Toby Gibbs
Further information
PwC, which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for Abbey
Protection and for no-one else in connection with any offer for the
Company and will not be responsible to any person other than Abbey
Protection for providing the protections afforded to clients of
PwC, nor for providing advice in relation to any offer for the
Company or any other matters referred to herein.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited (together "Shore Capital"), which are
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, are acting exclusively for the Company and for
no-one else in connection with any offer for the Company and will
not be responsible to any person other than the Company for
providing the protections afforded to clients of Shore Capital, nor
for providing advice in relation to any offer for the Company or
any other matters referred to herein.
This announcement is not intended to, and does not constitute,
or form part of, an offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. Shareholders of Abbey Protection are
advised to read carefully the formal documentation in relation to
the Markel offer. The proposals of the offer will be made solely
through the Scheme Document, which will contain the full terms and
conditions of the Scheme, including details of how to vote with
respect to the Scheme. Any response to the proposals should be made
only on the basis of the information in the Scheme Document.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. This announcement
has been prepared for the purposes of complying with English law
and the City Code on Takeovers and Mergers and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws and regulations of any jurisdiction outside of
England.
Disclosure requirements of the City Code on Takeovers and
Mergers (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. 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 offeror 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 one per cent. 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 of the Code. 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 of the Code.
"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 of
the Code). 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 consult the
Panel's website above and/or contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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