21 January 2025
Jaywing plc
("Jaywing" or the
"Company")
Circular Amendment
Further to the announcement of 10 January 2025,
the Company has amended "Section 6" of the Circular posted to
shareholders on 10 January 2025, to update the Takeover Code
disclosures in anticipation of changes to the Takeover Code, which
are to take effect from 3 February 2025. The updated Circular will
not be re-posted to shareholders but will be published on the
Company's website https://www.jaywing.com/views/investors/
An extract of the updated Takeover Panel
disclosure contained in the Circular can be found below:
"The Takeover Code (the "Code") applies to any company which
has its registered office in the UK, the Channel Islands or the
Isle of Man if any of its equity share capital or other
transferable securities carrying voting rights are admitted to
trading on a UK regulated market, a UK MTF, or a stock exchange in
the Channel Islands or the Isle of Man. The Code therefore
applies to the Company as its securities are admitted to trading on
AIM, which is a UK regulated market.
The Code also applies to any company which has its registered
office in the UK, the Channel Islands or the Isle of Man if any of
its securities were admitted to trading on a UK regulated market, a
UK MTF, or a stock exchange in the Channel Islands or the Isle of
Man at any time during the two years prior to the relevant
date.
Accordingly, if the Delisting is approved by Shareholders at
the General Meeting and becomes effective, the Code will continue
to apply to the Company for a period of two years after the
Delisting, following which the Code will cease to apply to the
Company.
While the Code continues to apply to the Company, a mandatory
cash offer will be required to be made if either:
(a) a person acquires an interest in shares which, when taken
together with the shares in which persons acting in concert with it
are interested, increases the percentage of shares carrying voting
rights in which it is interested to 30% or more;
or
(b) a person, together with persons acting in concert with it,
is interested in shares which in the aggregate carry not less than
30% of the voting rights of a company but does not hold shares
carrying more than 50% of such voting rights and such person, or
any person acting in concert with it, acquires an interest in any
other shares which increases the percentage of shares carrying
voting rights in which it is interested.
Brief details of the Takeover Panel, and of the protections
afforded by the Code, are set out in Part III of this
document".
Jaywing
plc
David Beck - Executive Chairman
Christopher Hughes (CFO and COO)
T: +44 (0)333 370 6500
SPARK Advisory
Partners Limited (Nominated and Financial
Adviser)
Matt Davis / James Keeshan
T: +44 (0) 20 3368 3552
Turner
Pope (Broker)
James Pope / Andy Thacker
T: +44 (0) 20 3657 0050
