The Possible Offer represents a premium of:
- 52.6 percent to Sanne’s closing share price of 603 pence on 13th May 2021 being the day prior to the commencement of the current offer period; and
- 51.6 percent to the volume weighted average Sanne share price of 607 pence over the 90-day period ending on 13th May 2021.
Having considered the Possible Offer, together with its financial advisers, J.P. Morgan Cazenove and Jefferies, the Board of Sanne has indicated to Apex that the Possible Offer is at a value that the Board would recommend, should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on such terms. The Possible Offer is subject to a limited number of pre-conditions, including the satisfactory completion of confirmatory due diligence.
Apex is well advanced in its due diligence review and is working closely with Sanne to complete the review as quickly as possible.
There can be no certainty that any offer will be made even if the pre-conditions referred to above are satisfied or waived. A further announcement will be made if and when appropriate.
In accordance with Rule 2.6(a) of the Code, Apex must, by not later than 5.00 p.m. on 30 August 2021, either announce a firm intention to make an offer for Sanne 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 can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.
Pursuant to Rule 2.5 of the Code, Apex reserves the right to vary the form and / or mix of the offer consideration and vary the transaction structure. Apex also reserves the right to amend the terms of any offer (including making the offer at a lower value):
- with the recommendation or consent of the Sanne Board;
- if Sanne announces, declares or pays any dividend or any other distribution or return of value to shareholders after the date of this announcement, in which case Apex reserves the right to make an equivalent reduction to the Possible Offer;
- following the announcement by Sanne of a whitewash transaction pursuant to the Code; or
- if a third party announces a firm intention to make an offer for Sanne on less favourable terms.
This announcement is made with the consent of Apex.
Enquiries
Sanne Group plc +44 (0) 20 3327 9720
Martin Schnaier, Chief Executive Officer
James Ireland, Chief Financial Officer
J.P. Morgan Cazenove +44 (0) 20 7742 4000
(Joint Financial Adviser & Joint Corporate Broker to Sanne)
Nicholas Hall
Jeremy Capstick
Celia Murray
Harmeet Singh Chadha
Jefferies International Limited +44 (0) 20 7029 8000
(Joint Financial Adviser & Joint Corporate Broker to Sanne)
Philip Noblet
Daniel Frommelt
Simon Hardy
James Thomlinson
Tulchan Communications LLP +44 (0) 20 7353 4200
(Media Relations)
Tom Murray
Harry Cameron
Apex Chief Marketing Officer
Rosie Guest +44 (0) 20 3961 1436
BofA Securities +44 (0) 20 7628 1000
(Joint Financial Advisers to Apex)
Geoff Iles
Cara Griffiths (Corporate Broking)
Richard Bos
Jack Williams
Rothschild & Co +44 (0) 20 7280 5000
(Joint Financial Advisers to Apex)
Ravi Gupta
Martin Tomaszewski
David Morrison
Important notices
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. This is an announcement under Rule 2.4 of the Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Code.
The release, publication or distribution of this announcement in jurisdictions outside 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 such restrictions may constitute a violation of the securities law of any such jurisdiction.
Disclaimer
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, (“J.P. Morgan Cazenove”) and which is authorised by the Prudential Regulation Authority (the “PRA”) and regulated in the UK by the Financial Conduct Authority (the “FCA”) and the PRA, is acting as financial adviser exclusively for Sanne and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and shall not be responsible to anyone other than Sanne for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in connection with any matter or arrangement referred to herein.
Jefferies International Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Sanne and no one else in connection with the possible offer and will not be responsible to anyone other than Sanne for providing the protections afforded to clients of Jefferies International Limited nor for providing advice in relation to the possible offer or any other matters referred to in this announcement. Neither Jefferies International Limited 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 Jefferies International Limited in connection with this announcement, any statement contained herein or otherwise.
Merrill Lynch International (“BofA Securities”), a subsidiary of Bank of America Corporation, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Apex in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than Apex for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.
N.M. Rothschild & Sons Limited (“Rothschild & Co”), which is authorised and regulated by the Financial Conduct Authority (“FCA”) in the United Kingdom, is acting exclusively for Apex and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Apex for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Disclosure requirements of the Takeover Code (the “Code”)
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm 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 per cent. 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, 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 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 Takeover 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 a website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available on the Company’s website (www.sannegroup.com) no later than 12 noon (London time) on the Business Day following the date of this Announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
