# Cambria Automobiles makes a statement regarding possible offer

- Link: https://www.directorstalkinterviews.com/cambria-automobiles-makes-a-statement-regarding-possible-offer/412970354
- Published: 2021-03-22T07:13:26+00:00
- Author: Giles

**Statement regarding possible offer**

The Board of **Cambria Automobiles plc** (LON:CAMB) has announced that it has consented
to Mark Lavery, James Mullins and Tim Duckers (the “Management Team”) exploring 
the possible acquisition of the entire issued, and to be issued, share capital of
the Company, not already owned by them at a price of 80 pence in cash per Cambria
share.

There can be no certainty that an offer will be made. A further announcement will
be made when appropriate.

The person responsible for arranging the release of this announcement on behalf 
of Cambria is James Mullins, Finance Director and Company Secretary.

**Important Takeover Code notes**

In accordance with Rule 2.6(a) of the Takeover Code, the Management Team are required,
by not later than 5.00 p.m. on 19/04/2021, to either announce a firm intention to
make an offer for the Company in accordance with Rule 2.7 of the Takeover Code or
announce that they do not intend to make an offer for the Company, in which case
the announcement will be treated as a statement to which Rule 2.8 of the Takeover
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 Takeover Code.

This announcement has been made with the consent of the Management Team. The Management
Team have reserved the right to make an offer for Cambria on less favourable terms
than those set out in this announcement: (i) with the agreement or recommendation
of the Cambria Board; (ii) if a third party announces a firm intention to make an
offer for Cambria which, at that date, is of a value less than 80p per Cambria share;
or (iii) following the announcement by Cambria of a whitewash transaction pursuant
to the Takeover Code.

The Management Team reserves the right to introduce other forms of consideration
and/or vary the mix or composition of consideration of any offer. The Management
Team also reserves the right to adjust the terms of any offer to take account of
the value of any dividend or any other distribution or return of value to shareholders
which is announced, declared, made or paid by Cambria after the date of this announcement.

**Disclosure requirements of the Takeover** **Code**

Under Rule 8.3(a) of the Takeover 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 pm (London time) on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 pm (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 Takeover 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, 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 (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](http://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.

**Rule 26.1 disclosure**

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will
be available (subject to certain restrictions relating to persons resident in restricted
jurisdictions) at http://www.cambriaautomobilesplc.com/ by 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.

**Rule 2.9 information**

In accordance with Rule 2.9 of the Takeover Code, Cambria confirms that as at the
close of business on 19 March 2021 its issued share capital consisted of 100,000,000
ordinary shares of 10 pence each (excluding shares held in treasury). The International
Securities Identification Number for Cambria ordinary shares is GB000B4R32X65.

**Additional 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, or the solicitation
of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.
Any offer, if made, will be made solely by certain offer documentation which will
contain the full terms and conditions of any offer, including details of how it 
may be accepted. The distribution of this announcement in jurisdictions other than
the United Kingdom and the availability of any offer to shareholders of Cambria 
who are not resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom or shareholders of Cambria who are not resident in
the United Kingdom will need to inform themselves about, and observe any applicable
requirements.

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