On 22 March 2021, the Board of Cambria Automobiles plc (LON:CAMB) announced that it had consented to Mark Lavery, James Mullins and Tim Duckers exploring the possible acquisition of the entire issued, and to be issued, share capital of the Company, not already owned by them.
On 19 April 2021, Cambria confirmed that the put-up or shut-up deadline prescribed by Rule 2.6(c) of the Code had been extended to 17 May 2021 to allow discussions between the parties to continue. The technical considerations arising from these discussions have led the parties to conclude that any offer, if made, would be made solely by Mark Lavery or an entity controlled by him. Such an offer, were it to be made, would be at a price of 80 pence in cash per Cambria share, which the Board of Cambria would be minded to recommend.
James Mullins and Tim Duckers will continue in their current management roles with the Company, working alongside Mr Lavery, regardless of the outcome of the possible offer.
Discussions between the Management Offeror and the Company are ongoing.
At the request of the Board of Cambria and pursuant to Rule 2.6(c) of the Code, the Takeover Panel has consented to an extension of the relevant deadline of 28 calendar days. Accordingly the Management Offeror must, by no later than 5.00pm on 14 June 2021, either announce a firm intention to make an offer for Cambria 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 will only be further extended with the consent of the Panel.
This announcement has been made with the consent of the Management Offeror. The Management Offeror has 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 Offeror reserves the right to introduce other forms of consideration and/or vary the mix of composition of consideration of any offer. The Management Offeror 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.
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.
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, 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.