15 July 2019
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
MANDATORY UNCONDITIONAL CASH OFFER
Spectre Holdings Limited ("Spectre")
to acquire the entire issued share capital
Bonmarché Holdings plc ("Bonmarché")
UPDATE ON LEVEL OF ACCEPTANCES AND CLOSING OF OFFER
On 2 April 2019, Spectre announced, pursuant to Rule 2.7 of the Takeover Code, that it had unconditionally acquired 26,213,390 Bonmarché Shares and as a result was required under Rule 9 of the Takeover Code to make a mandatory unconditional cash offer for the issued and to be issued share capital of Bonmarché not already held by Spectre and persons acting in concert with it (the "Offer").
On 16 May 2019, Spectre announced that the Offer would remain open for acceptance until further notice, and that not less than 14 calendar days' notice would be given before the closing of the Offer.
On 27 June 2019, Spectre gave notice that the Offer would close at 5.00p.m. on 12 July 2019.
Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Offer Document issued by Spectre on 25 April 2019.
Level of acceptances
As at 5.00 p.m. on 12 July 2019, being the closing date of the Offer, Spectre had received valid acceptances under the Offer in respect of 6,955,723 Bonmarché Shares representing approximately 13.9 per cent. of the existing issued ordinary share capital of Bonmarché. So far as Spectre is aware, no acceptances have been received from persons acting in concert with Spectre or in respect of shares which were subject to an irrevocable commitment or a letter of intent procured by Spectre or any person acting in concert with Spectre.
The percentages specified in this announcement are based on a current issued share capital of 50,018,150 Bonmarché Shares.
Interests in relevant securities
At the time of making the Offer, Spectre held 26,213,390 Bonmarché Shares, representing approximately 52.4 per cent. of the existing issued ordinary share capital of Bonmarché.
Between 16 May 2019 (being the date Spectre announced that the Offer would remain open for acceptances until further notice) and 5.00p.m. on 12 July 2019, Spectre acquired, otherwise than pursuant to acceptances under the Offer, and in each case at a price equal to or lower than the 11.445 pence per share Offer price, a total of 13,355,690 further Bonmarché Shares, representing approximately 26.7 per cent. of the existing issued ordinary share capital of Bonmarché.
Accordingly, as at 5.00 p.m. on 12 July 2019, Spectre either owned, or had received valid acceptances under the Offer, in respect of a total of 46,524,803 Bonmarché Shares, representing approximately 93.0 per cent. of the existing issued ordinary share capital of Bonmarché.
Save as disclosed in this announcement, as at 5.00 p.m. on 12 July 2019, neither Spectre, nor any directors of Spectre, nor, so far as Spectre is aware, any person acting in concert with Spectre:
a) owns or controls any Bonmarché Shares or any securities convertible or exchangeable into Bonmarché Shares (including pursuant to any long exposure, whether conditional or absolute, to changes in the prices of securities) or any rights to subscribe for or purchase the same, or holds any options (including traded options) in respect of, or has any option to acquire, any Bonmarché Shares or has entered into any derivatives referenced to Bonmarché Shares ("Relevant Bonmarché Shares") which remain outstanding;
b) has borrowed or lent any Relevant Bonmarché Shares (save for any borrowed Relevant Bonmarché Shares which have been either on-lent or sold); or
c) has procured any irrevocable commitment or letter of intent in respect of any Relevant Bonmarché Shares.
Settlement of consideration
Settlement of the consideration under the Offer due to Bonmarché Shareholders who validly accepted the Offer by 5.00 p.m. on 12 July 2019, but which has not yet been settled, will be effected within 14 calendar days from the date of their acceptance.
Closing of the Offer
As set out in the announcement on 27 June 2019, the Offer was open for acceptance until 5.00 p.m. on 12 July 2019 and would not be extended. Therefore, the Offer is now closed for further acceptance.
Since Spectre has:
a) by virtue of its shareholding and acceptances of the Offer, increased its aggregate shareholding to not less than 75 per cent. of the share capital of Bonmarché; and
b) obtained acceptances of the Offer or acquired Bonmarché Shares (excluding the 26,213,390 Bonmarché Shares acquired by Spectre on 2 April 2019) from Bonmarché Shareholders that represent a majority of the voting rights held by Bonmarché Shareholders on 2 April 2019 (excluding the 26,213,390 Bonmarché Shares acquired by Spectre on 2 April 2019),
Spectre intends to procure that Bonmarché applies for the cancellation of the listing of Bonmarché Shares on the Official List of the UK Listing Authority and for the cancellation of trading of Bonmarché Shares on the Main Market of the London Stock Exchange.
It is anticipated that such cancellations will take effect no earlier than 12 August 2019, being 20 Business Days from today's date, or, if the UK Listing Authority so agrees, no earlier than 6 August 2019, being 20 Business Days from the date when Spectre obtained the relevant shareholding and acceptances referred to in (a) and (b) above.
Zeus Capital Limited
(Financial Adviser to Spectre)
+44 (0) 161 831 1512
A copy of this announcement will be available at www.spectredxb.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Zeus Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Spectre and no one else in connection with the Offer and will not be responsible to anyone other than Spectre for providing the protections afforded to its clients, nor for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to in this announcement.
The directors of Spectre and Philip Day 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 (other than any information relating to Bonmarché, Bonmarché's directors or their immediate families, related trusts and connected persons) for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
Publication on Website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement together with all information incorporated into this announcement by reference to another source will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Spectre's website (www.spectredxb.com) by no later than 12 noon (London time) on the Business Day following the publication of this announcement. For the avoidance of doubt, the contents of the website are not incorporated by reference and do not form part of this announcement.
You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by calling Zeus Capital on +44 (0) 161 831 1512. It is important that you note that unless you make a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form