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 is an announcement falling under Rule 2.6(c) of the City Code on Takeovers and Mergers (the "Code") and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Code. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made.
The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
Airea plc
("Airea" or the "Company")
Extension to deadline under Rule 2.6(c) of the Code
On 4 April 2018, James Halstead plc ("James Halstead") announced that it was at the very early stages of evaluating making an offer for Airea, which could lead to an offer being made for the entire issued and to be issued share capital of Airea (the "Possible Offer"). Further, in accordance with Rule 2.6(a) of the Code, James Halstead was required to announce either a firm intention to make an offer for the Company (pursuant to Rule 2.7 of the Code) or announce that it does not intend to make an offer (pursuant to Rule 2.8 of the Code) by 5.00 p.m. today (being the 28th day following the date of the original announcement).
At the request of the Board of Airea, the Panel on Takeovers and Mergers (the "Panel") has consented to an extension of this deadline by 21 days in accordance with Rule 2.6(c) of the Code and, accordingly, James Halstead must, by no later than 5.00 p.m. on 23 May 2018, either announce a firm intention to make an offer for Airea in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel.
As set out in Airea's response announcement released on 5 April 2018, the Company confirmed that it had not received any approach from James Halstead regarding a possible offer by James Halstead for Airea nor had Airea had any discussions with James Halstead in relation to a potential offer. Discussions between both parties commenced following the 5 April 2018 announcement, and are ongoing. The purpose of this extension is to provide the directors of both Airea and James Halstead with the opportunity to continue their discussions, including the provision of certain key information to assist James Halstead in assessing the value of the Company.
This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the Code (as defined above) and there can be no certainty that an offer will be made, nor as to the terms of any offer, including whether any offer would be at a significant premium to the current share price.
The Company remains in an "Offer Period" as defined in the Code. Accordingly, the dealing disclosure requirements listed below will apply.
Further update announcements will be made as appropriate.
Enquiries:
Airea plc
Neil Rylance, Chief Executive Officer 01924 266 561
Roger Salt, Finance Director
N+1 Singer (Financial Adviser, Nominated Adviser and Broker)
Richard Lindley 020 7496 3000
James White
Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as financial adviser, Nominated Adviser and broker in relation to the Possible Offer and is not acting for any other person in relation to such Possible Offer. N+1 Singer will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any Possible Offer or any other arrangement referred to herein.
Disclosure requirements of the Takeover 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(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 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
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on the Airea plc website at www.aireaplc.com by no later than 12 noon (London time) on 3 May 2018.
For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.
