Islamic Bank Britain - Potential Offer Takeover Code Extension
RNS Number : 8324Q
Islamic Bank of Britain Plc
12 November 2012
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
12 November 2012
POTENTIAL OFFER FOR
ISLAMIC BANK OF BRITAIN PLC ("IBB" or "COMPANY")
TAKEOVER CODE EXTENSION
On 15 October 2012, the board of IBB announced that, as had previously been
announced, Masraf Al Rayan Q.S.C. ("MAR") has been in discussions with Qatar
International Islamic Bank Q.S.C. ("QIIB") regarding the purchase of QIIB's
shareholding in IBB.
Whilst the board of IBB has not received a direct approach from MAR, QIIB
remain in discussions with MAR regarding the sale of their IBB shares,
representing 88.41 percent of the issued share capital of IBB, to MAR. Any
such purchase of IBB Shares which carry 30 percent or more of the voting
rights of IBB would trigger the requirement for a general offer. MAR has
further confirmed that if any offer is made it is likely that it would be
solely in cash.
In accordance with Rule 2.6 (a) of the Takeover Code, MAR was required, by a
deadline of not later than 5.00 pm on 12 November 2012, either to announce a
firm intention to make an offer for the Company in accordance with Rule 2.7 of
the Takeover Code or announce that it did not intend to make an offer, in
which case the announcement will be treated as a statement to which Rule 2.8
of the Takeover Code applies.
In accordance with Rule 2.6(c) of the Takeover Code, at the request of the
Company, the Panel on Takeovers and Mergers has consented to an extension of
the relevant deadline to allow ongoing discussions to conclude until 5.00 pm
on 10 December 2012, unless the Takeover Panel agrees otherwise; IBB can
request a further extension to this deadline from the Takeover Panel.
There can be no certainty that an offer will be made by MAR nor as to the
terms on which any offer might be made.
This announcement has been made with the consent of MAR.
The board of IBB will make a further announcement in due course.
Sultan Choudhury, Managing Director (Interim) Telephone: +44 121 452 7300
Cattaneo LLP - Rule 3 Adviser to IBB
Charles Cattaneo Telephone: +44 121 616 0395
Ahmed Swaleh Abdisheikh, COO Telephone: +974 4423 5600
This announcement is not intended to be and does not constitute, or form any
part of, an offer to sell or the solicitation of an offer to subscribe for or
buy any securities, nor shall there be any sale, issue or transfer of the
securities referred to in this announcement in or into any jurisdiction in
contravention of any applicable law.
The directors of IBB accept responsibility for the information contained in
this announcement relating to IBB. To the best of the knowledge and belief of
the directors of IBB (who have taken all reasonable care to ensure such is the
case), the information contained in this announcement is in accordance with
the facts and does not affect the import of such information.
Cattaneo LLP is acting exclusively for IBB and no one else and will not be
responsible to anyone other than IBB for providing the protections afforded to
customers of Cattaneo LLP or for providing advice in relation to any offer or
any other matter referred to in this announcement.
Disclosure requirements of the Takeover Code (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 paper 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 paper 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 paper
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 paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company or
of a paper 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
paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper 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 paper 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 paper 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.
Publication on websites
In accordance with Rule 30.4(c) of the Code, a copy of this announcement will
be published, subject to certain restrictions relating to persons resident in
any Restricted Jurisdiction, on the IBB website at
http://www.islamic-bank.com/investor-relations/regulatory-information by no
later than 12 noon on 13 November 2012.
In accordance with Rule 30.2, a person may request a copy of this announcement
in hard copy form. A person may also request that all future documents,
announcements and information in relation to the Offer should be in hard copy
form. A hard copy of this announcement will not be sent unless so requested.
A hard copy may be obtained by sending a request to Islamic Bank of Britain
PLC, Edgbaston House, 3 Duchess Place, Hagley Road, Birmingham, B16 8NH.
This information is provided by RNS
The company news service from the London Stock Exchange
OUPEAPFFFSLAFFF -0- Nov/12/2012 07:00 GMT
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