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NAHL Group PLC - Board Change

RNS Number : 4441B
NAHL Group PLC
08 October 2020
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

8 October 2020

NAHL Group PLC

("NAHL", the "Group" or the "Company")

 

Board Change

 

The Board of NAHL (AIM: NAH), a leader in the UK consumer legal services market, announces that it has received the resignation of the Non-Executive Chair, Caroline Brown, who will step down as a Non-Executive Director and Chair of the Nomination Committee, and will leave the Board with immediate effect.

 

The Board announces that Tim Aspinall, currently the Senior Independent Director of the Group, will assume the role of Non-Executive Chair and Gillian Kent, currently Non-Executive Director and Chair of the Remuneration Committee, will Chair the Nomination Committee. Both appointments are with immediate effect.

 

Further to the Group's announcement on 23 September 2020 that the Board had received a preliminary approach from Frenkel Topping Group plc ("Frenkel Topping") setting out a proposal for an all-share combination through the acquisition of NAHL's entire issued and to be issued share capital (the "Proposal"), the Board of NAHL confirms it is in preliminary discussions with Frenkel Topping regarding the Proposal. A further announcement will be made in due course. There can be no certainty that a formal offer will be made, nor as to the terms on which any such offer might be made. Shareholders are advised to take no action at this time.

 

This announcement is deemed to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014.

 

For further information please contact:

 

NAHL Group PLC

Tim Aspinall (Chair)

James Saralis (CFO) 

 

via FTI Consulting

Tel: +44 (0) 20 3727 1000

Peel Hunt LLP (Financial Adviser)

Michael Nicholson

Miles Cox

Edward Lowe

 

Tel: +44 (0) 20 7418 8890

finnCap Ltd (NOMAD & Broker)

Julian Blunt/James Thompson (Corporate Finance)

Andrew Burdis (Corporate Broking) 

 

Tel: +44 (0207 220 0500

FTI Consulting (Financial PR)

Alex Beagley

James Styles

Sam Macpherson 

Tel: +44 (0) 20 3727 1000

 

Notes to Editors

 

NAHL Group plc (AIM: NAH) is a leader in the Consumer Legal Services ("CLS") market. The Group provides services and products to individuals and businesses in the CLS market through its two divisions:

 

·        Consumer Legal Services provides outsourced marketing services to law firms through National Accident Helpline and Homeward Legal; and claims processing and conveyancing services to individuals through Your Law, Law Together, National Accident Law and National Conveyancing Partners.  In addition, it also provides property searches through Searches UK.

 

·         Critical Care provides a range of specialist services in the catastrophic and serious injury market to both claimants and defendants through Bush & Co.

 

Important Notice

 

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for NAHL and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than NAHL for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to the contents of, or matters referred to in, this announcement.

 

Additional information

 

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction. Any offer (if made) will be made solely by certain offer documentation which will contain the full terms and conditions of any offer (if made), including details of how such offer may be accepted. This announcement has been prepared in accordance with English law and the City Code on Takeovers and Mergers (the "Code"), and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, distribution or publication of this announcement in jurisdictions outside of the United Kingdom may be restricted by laws of the relevant jurisdictions, and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

 

Market Abuse Regulations

 

The information contained within this announcement is considered by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No.596/2014. Upon the publication of this announcement via a regulatory information service, this inside information will be considered to be in the public domain. The person responsible for arranging the release of this announcement on behalf of the Company is James Saralis, Chief Financial Officer.

 

Rule 26.1

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on NAHL's website at https://www.nahlgroupplc.co.uk/ (subject to certain restrictions relating to persons resident in restricted jurisdictions). The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

Disclosure requirements of 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 disclose 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 p.m. (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.

 

 

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