Statement regarding announcements by Cenkos Securities plc and Close
Brothers Group plc
Landsbanki Íslands hf. notes the recent announcements by the English
financial services provider Close Brother's Group plc. and Cenkos
Securities plc. concerning the bank's involvement in a possible offer
for the Close Brothers Group plc.
Landsbanki confirms that it has, in conjunction with Cenkos
Securities plc, made an approach to the board of directors of Close
Brothers Group plc. regarding a possible cash offer for the entire
issued share capital of Close Brothers Group plc. at a price of 950
pence per ordinary share. Should the contemplated transaction be
completed, Cenkos Securities plc would ultimately acquire the
securities, asset management and corporate finance businesses of
Close Brothers Group plc, whereas Landsbanki would ultimately acquire
its banking business.
These considerations are at a very early stage and there can be no
certainty that they will lead to an offer for Close Brothers Group
plc.
Enquiries:
Landsbanki Islands hf.:
Sigurjon Th. Arnason, CEO,
Halldor J. Kristjansson, CEO.
Tel. +354 410 4000.
HSBC Bank plc, which is regulated in the United Kingdom by the
Financial Services Authority, is acting for Landsbanki and Cenkos and
no one else in relation to matters described in this announcement and
will not be responsible to anyone other than Landsbanki and Cenkos
and its partner for providing the protections afforded to customers
of HSBC Bank plc or for providing advice on matters described in this
announcement.
Under the provisions of Rule 8.3 of the City Code on Takeovers and
Mergers (the "Code"), if any person is, or becomes, "interested"
(directly or indirectly) in 1% or more of any class of "relevant
securities" of Close Brothers, all "dealings" in any "relevant
securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by no later than 3.30 pm
(London time) on the London business day following the date of the
relevant transaction. This requirement will continue until the date
on which the offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer
period" otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Close Brothers,
they will be deemed to be a single person for the purpose of Rule
8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in
"relevant securities" of Close Brothers by Close Brothers, or by any
of its "associates", must be disclosed by no later than 12.00 noon
(London time) on the London 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, and the number
of such securities in issue, can be found on the Takeover Panel's
website at www.thetakeoverpanel.org.uk.
"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 Code, which can also be
found on the 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,
you should consult the Takeover Panel.
The distribution of this announcement in jurisdictions other than 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 laws of any
such jurisdiction. This announcement does not constitute an offer or
an invitation to purchase or subscribe for any securities or a
solicitation of an offer to buy any securities pursuant to this
announcement or otherwise in any jurisdiction.
---END OF MESSAGE---
