RNS Number : 7928W
PLUS Markets Group PLC
03 February 2012
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 IN THAT JURISDICTION
This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers ("The Code"). There can be no certainty that an offer will ultimately be made.
03 February 2012
PLUS Markets Group plc
Commencement of formal sale process
The Board of PLUS Markets Group plc ("PLUS" or the "Company") would like to make the following announcement to shareholders.
Over the last two years the Company has invested heavily in repositioning itself as a trading solutions services provider alongside its roots as a Stock Exchange.
Exchange solutions now being offered by PLUS include proprietary "white label" trading platforms and, through PLUS-DX, an authorised derivatives trading venue. In each case the Company leverages its infrastructure and expertise in trading technology, regulation and compliance.
As a Recognised Investment Exchange, PLUS-SX can provide trading and listing services in the full range of financial instruments including cash, equities, derivatives, bonds and commodities.
The Board of Directors believes that the Company is well positioned strategically to exploit commercially the opportunities offered by significant changes in the regulatory and technological environment. It also recognises that scale and international reach will become increasingly relevant for interaction with exchanges, investment banks and other trading entities. The Board believes that it is in the best interests of the Company to seek a partner which will help it achieve the scale and reach required to maximise value to stakeholders.
The Board has therefore decided to conduct a formal sale process in order to identify appropriate potential partners for the Company or major strategic investors.
Potential offerors for the entire issued and to be issued share capital of the Company are, therefore, invited to contact Wyvern Partners (contact details are provided below).
The Panel on Takeovers and Mergers has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement (subject to note 3 to Rule 2.2. of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in the formal sale process. Interested parties should note Rule 21.2 of the Code, which will prohibit any form of inducement fee or other offer-related arrangement, and that the Company has not requested any dispensation from this prohibition under Note 2 of Rule 21.2 at this stage.
The Company proposes to conduct the formal sale process in the following manner. Any interested party who approaches Wyvern Partners will be required to enter into a non-disclosure agreement with the Company on reasonable terms satisfactory to the Board and on the same terms, in all material respects, as the other interested parties, before being permitted to participate in the process. Subsequent to this, interested parties will be provided with appropriate information to evaluate their position.
The Board reserves the right to alter any aspect of the sale process as outlined above or to terminate it at any time and in such cases will make an announcement as appropriate.
The Board reserves the right to reject any approach or terminate discussions with any interested party or participant at any time. There can be no certainty that any offer will be made for the Company, or even proposed, or as to the level of any proposal or offer that may be made.
Rule 2.10 disclosure:
In accordance with Rule 2.10 of the Code, the Company confirms that it currently has 386,907,464 ordinary shares of 5p each in issue with ISIN GB0032654641.
For further information, please contact:
PLUS Markets Group plc Cyril Theret www.plusmarketsgroup.com +44 207 429 7800 N+1 Brewin (Nominated Adviser and Broker) Robert Beenstock / Aubrey Powell / Alex Wright +44 203 201 3710 Wyvern Partners Limited Anthony Gahan +44 207 355 9857 Merlin PR Paul Downes / Toby Bates +44 207 726 8400
Nplus1 Brewin LLP ("N+1 Brewin"), which is authorised and regulated by the Financial Services Authority is acting for the Company as financial adviser and broker in relation to the possible offer for the Company and is not acting for any other person in relation to such possible offer for the Company. N+1 Brewin will not be responsible to anyone other than Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this document or any possible offer for the Company or arrangement referred to herein
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 paper 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 paper 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 paper 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 paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 paper 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 on the Company's website www.plusmarketsgroup.com
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.
This information is provided by RNS
The company news service from the London Stock Exchange
(END) Dow Jones Newswires
February 03, 2012 09:43 ET (14:43 GMT)