For immediate release
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
3 April 2017
FIH Group plc
("FIH" or "the Company")
Response to Dolphin Fund Limited's update on its possible offer for FIH
Referring to the announcement of an "update on possible offer for FIH" released by Dolphin Fund Limited ("Dolphin") at 5.43 p.m. on 31 March 2017, the Independent Directors of FIH, John Foster and Jeremy Brade (the "Independent Directors"), wish to clarify their position regarding Dolphin's unwelcome approach and remind shareholders of Staunton Holdings Limited's ("Staunton") recommended offer which is open for acceptance until 1.00 p.m. on 5 April 2017.
Dolphin's possible offer
Dolphin has on two previous occasions announced that it is considering making a "possible offer for FIH". In this regard the Independent Directors have made Dolphin via its advisers aware of the following concerns regarding its approach:
· Given recent history and the sensitivities surrounding the Falkland Islands, there is real and understandable concern in Stanley about any Argentinian backed attempt to own assets or to exercise control over businesses in the Islands. The fact that The Falkland Islands Company ("FIC") is an iconic institution, and has been part of the cultural fabric of the Islands for over 165 years, has only heightened the concerns of politicians and local people;
· the Falkland Islands Government ("FIG") has the power to grant or withhold licences to own assets and land in the Islands. FIG has stated that it is closely monitoring the situation and will scrutinise any proposed change of ownership for compliance with Falkland Islands Law.
Furthermore the Independent Directors believe that, notwithstanding its statement of well-intentioned aims, Dolphin not having engaged with the people and Government of the Falkland Islands to secure local support for its future plans, and not having demonstrated unequivocally that its approach would not be detrimental to the value of FIC, it would be inappropriate and damaging to FIH to engage with Dolphin.
Accordingly, as Dolphin's approach is seen to pose a hazard to FIH, the Independent Directors will not (and are not required to) provide Dolphin with information on FIH and are not prepared to enter into discussions with Dolphin.
The statements made by Dolphin do not constitute an offer in contrast to the firm cash offer of 300 pence per share made by Staunton, which has been recommended unanimously by the Independent Directors. This recommendation of 10 February 2017 was made after due reflection and after taking detailed advice from professional advisers. The recommendation has since been continually reviewed, including by a second independent investment bank, and the Independent Directors confirm the recommendation and their view that the offer represents fair and appropriate value for FIH Shares and provides a genuine opportunity for FIH Shareholders to monetise their investment.
Enquiries:
FIH Group plc
John Foster Tel: +44 (0) 1279 461 630
Jeremy Brade Tel: +44 (0) 1279 461 630
WH Ireland Limited Tel: +44 (0) 20 7220 1666
Joint Financial Adviser and Nominated Adviser to FIH
Adrian Hadden
Nick Prowting
Strand Hanson Limited Tel: +44 (0) 20 7409 3494
Joint Financial Adviser to FIH
Simon Raggett
Stuart Faulkner
Matthew Chandler
FTI Consulting Tel: +44 (0) 20 3727 1000
Communications adviser to FIH
Edward Westropp
Eleanor Purdon
This announcement does not constitute an offer to purchase any securities, or an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer to purchase or sell securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.
WH Ireland, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser and nominated adviser to FIH and no-one else in connection with the Offer and other matters referred to in this announcement and will not be responsible to anyone other than FIH for providing the protections afforded to clients of WH Ireland or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Neither WH Ireland nor any of its 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 WH Ireland in connection with this announcement and any statement contained herein or otherwise.
Strand Hanson, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser to FIH and no-one else in connection with the Offer and other matters referred to in this announcement and will not be responsible to anyone other than FIH for providing the protections afforded to clients of Strand Hanson or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Neither Strand Hanson nor any of its 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 Strand Hanson in connection with this announcement and any statement contained herein or otherwise.
In accordance with Rule 30.3 of the Code, you may request a hard copy of this announcement by contacting the Receiving Agent, Capita Asset Services, during business hours on +44 (0)371 664 0321 or by submitting a request in writing to Capita Asset Services at The Registry, 34 Beckenham Road, Kent, BR3 4TU. It is important that you note that unless you make a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be sent in hard copy form.
Disclosure requirements of 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 FIH 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) FIH 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 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 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(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 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 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.
Publication on website
In accordance with Rule 30.4 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.fihplc.com by no later than 12 noon (London time) on the business day following the release of this announcement. The content of the website referred to in this announcement is not incorporated and does not form part of this announcement.
