NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
19 August 2014
iomart Group plc ("iomart" or the "Company")
Statement re Rule 2.6 Extension
In accordance with Rule 2.4(c) of the City Code on Takeovers and Mergers ("the Code"), Host Europe Holdings Ltd ("Host") a company controlled by funds managed by Cinven Capital Management (V) General Partner Limited (of which Cinven Partners LLP ("Cinven") is the adviser) was required, pursuant to Rule 2.6(a) of the Code, by 5.00 p.m. on 21 August 2014 (the "relevant deadline"), to either (i) announce a firm intention to make an offer for iomart in accordance with Rule 2.7 of the Code or (ii) announce that it does not intend to make an offer for iomart.
In accordance with Rule 2.6(c) of the Code, at the request of the Independent Directors of the Company, following receipt of an indicative proposal from Cinven regarding a possible offer for iomart at a price of 300 pence per share in cash, the Panel on Takeovers & Mergers (the "Panel") has consented to an extension of the relevant deadline, until 5.00 p.m. on 16 September 2014 to enable Cinven to conduct initial due diligence and enable the parties to conclude their ongoing discussions.
This is an announcement falling under Rule 2.6 of the Code. It does not represent a firm intention to make an offer under Rule 2.7 of the Code. This statement is being made by the Company without the prior agreement of Cinven and there can be no certainty that any offer will be made nor, if an offer is made, as to the price or other terms on which any offer might be made.
In accordance with Rule 30.4 of the Code, a copy of this announcement will be available on the Company's website (http://www.iomart.com/investors/announcements/company-announcements)
Further announcements will be made as and when appropriate.
For further information:
iomart Group plc Tel: 0141 931 6400
Ian Ritchie
Peel Hunt LLP Tel: 020 7418 8900
(Financial Adviser, Nominated Adviser and Broker to iomart)
Richard Kauffer
Charles Batten
Daniel Harris
Oliver Jackson
Newgate Threadneedle Tel: 020 7653 9850
Caroline Forde
Hilary Millar
Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the independent board of iomart and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than iomart for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement. Neither Peel Hunt nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt LLP in connection with the subject matter of this announcement.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. The 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 the restrictions may constitute a violation of the securities law of any such jurisdiction.
Dealing and Disclosure requirements of the City Code of Takeovers and Mergers (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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% 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, 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 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.
In accordance with Rule 2.10 of the Code, iomart confirms that, at the date of this announcement, it had 106,834,803 ordinary shares of 1 pence each in issue and admitted to trading on AIM (excluding 968,203 shares held in treasury). The International Securities Identification Number for the iomart ordinary shares is GB0004281639.
