Statement re: Mandatory Offer
Abbey notes the announcement this morning from Gallagher Holdings Limited (“Gallagher Holdings”) of an unconditional mandatory offer (“Mandatory Offer”) for the entire issued and to be issued ordinary share capital of Abbey (other than those ordinary shares in Abbey that are already owned by Gallagher Holdings Limited). Following its recent acquisition of Ordinary Shares, which triggered the mandatory offer, it is understood that Gallagher Holdings Limited now holds 51.6% of Abbey.
It is noted that the Mandatory Offer is unconditional and is a final offer which will not be increased.
The independent directors of Abbey, being all of the directors of Abbey other than Messrs. Charles and David Gallagher (“Independent Directors”), will consider the Mandatory Offer and will provide further advice to shareholders in due course. In the meantime, Abbey shareholders should take no action.
Financial Adviser and Broker
Tel: +353 1 679 6363
Davy Corporate Finance and J&E Davy (together “Davy”), which are authorised and regulated in Ireland by the Central Bank of Ireland are acting for the Company in relation to the Mandatory Offer and will not be responsible to anyone for providing the protections afforded to its clients nor for providing advice in connection with any offer or any matter referred to herein.
The Independent Directors of Abbey accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
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 Ireland or 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.
DISCLOSURE REQUIREMENTS UNDER THE IRISH TAKEOVER RULES
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007, as amended (the “Irish Takeover Rules”), Abbey confirms that it has 21,525,578 Ordinary Shares of nominal value €0.32 each in issue and admitted to trading on the Enterprise Securities Market of the Irish Stock Exchange and the Alternative Investment Market of the London Stock Exchange. The ISIN code for Abbey Ordinary Shares is IE0000020408.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Rules if any person is, or becomes, ‘interested’ (directly or indirectly) in, 1% or more of any class of ‘relevant securities’ of Abbey or Gallagher Holdings Limited all ‘dealings’ in any ‘relevant securities’ of Abbey or Gallagher Holdings Limited (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by not later than 3:30 pm (Dublin time) on the business day following the date of the relevant transaction. This requirement will continue until the date on which the Mandatory Offer becomes effective or on which the ‘Offer period’ otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of Abbey or Gallagher Holdings Limited they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules, all ‘dealings’ in ‘relevant securities’ of Abbey or Gallagher Holdings Limited or ‘relevant securities’ of Abbey or Gallagher Holdings Limited, or by any of their respective ‘associates’ must also be disclosed by no later than 12 noon (Dublin time) on the business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed can be found on the Panel’s website at www.irishtakeoverpanel.ie.
‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Panel’s website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 1 678 9020; fax number +353 1 678 9289.
A copy of this announcement will be made available on the Company’s website at www.abbeyplc.co.uk as soon as possible.