NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE 2 Jul 2018
Response to announcement from Consort Medical plc
Carclo plc ("Carclo" or the "Company") notes today's announcement by Consort Medical plc ("Consort") and confirms that it received a highly preliminary indicative non-binding all paper proposal for the Company from Consort on 29 May 2018 (the "Proposal"). The Proposal valued each Carclo share at 116 pence to be satisfied in new Consort shares.
The Board of Carclo (the "Board") discussed the Proposal, together with its advisers, and concluded that the Proposal in no way reflected the fundamental value of the Company. Consequently, the Board was unanimous in rejecting this opportunistic approach on 01 June 2018.
The Board is confident in Carclo's standalone strategy and growth prospects and believes the Company's long-term value should not be affected by the challenges which management are addressing. This process will be strengthened by the announced appointments of Mark Rollins as Chairman, Sarah Matthews-DeMers as Group Finance Director, and Joe Oatley as a Non-Executive Director, all of whom take up their respective roles this month.
The Board believes the focus on the Company's two core divisions, Carclo Technical Plastics ("CTP") and LED Technologies, will deliver a successful future for the Group and notes Consort's primary interest appears to be only in the CTP division.
We also note the statement that Carclo has rejected requests from Consort for a meeting. Carclo has consistently made it clear that should Consort come forward with a proposal which the Board would be minded to recommend to shareholders it would, of course, be receptive to a meeting.
This statement is being made by the Company without the prior agreement of Consort and there can be no certainty that an offer will be forthcoming.
The person responsible for arranging the release of this announcement on behalf of Carclo is Richard Ottaway, Company Secretary.
For more information please contact:
Rothschild (Carclo's Financial Adviser) Tel: +44 (0)113 200 1900
Stephen Griffiths
Notice relating to Financial Adviser
N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as exclusive financial adviser to Carclo and no one else in connection with the subject matter of this announcement. In connection with the subject matter of this announcement, Rothschild, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the contents of this announcement or any other matter referred to therein.
Disclosure requirements of the Takeover Code (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(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.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.carclo.co.uk by no later than 12 noon (London time) on 3 July 2018. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Rule 2.9 information
In accordance with Rule 2.9 of the Code, Carclo confirms that as at the close of business on 29 June 2018 its issued share capital consisted of 73,286,918 ordinary shares of 5 pence each. The International Securities Identification Number for Carclo's ordinary shares is GB0001751915.
