Trust Property Management Group Plc ("Trust Property Management " or the "Company")
Proposed sale of the Company
Trust Property Management is the holding company for a group which provides services for the management of long leasehold residential and commercial properties and chartered surveying services. The Company is today providing notice that the Board is considering a number of strategic options, one of which is a proposed sale of the entire issued share capital of the Company.
Proposed sale of Trust Property Management Group plc
The Board of Trust Property Management has appointed Bluebox Corporate Finance (“ Bluebox”) to advise on the strategic options for the future of the business. As part of this exercise, Bluebox are likely to engage in discussions with third parties with whom they deem there is likely to be a strategic fit with Trust Property Management
The City Code on Takeovers and Mergers (the “Code”)
The Board remind shareholders that as a company whose shares were traded on the Alternative Investment Market within the last 10 years, any sale of the Company will be subject to the rules set out in the Code. Any sale of the Company will be subject to such conditions as are agreed between the Company and any prospective buyer, and as are permitted under the Code, including any conditions as to the minimum acceptance level by the Company’s current shareholders. There can be no certainty that a formal offer will be made for the Company or the terms on which such an offer may be made. The Company confirms that, as at the close of business on 9 September 2014, its issued share capital consisted of 31,315,994 ordinary shares with a nominal value of 1 pence each ("Ordinary Shares").
The Panel on Takeovers and Mergers ( the “Panel” ) administers the Code. The Panel Executive has granted Company a dispensation from the requirements under the City Code that announcements must be published via a Regulatory Information Service ("RIS"). The Company is instead required to publish all announcements on the its website at tmpgrouplc.co.uk. No announcements other than this announcement will be sent in hard copy form to Company’s shareholders . The Executive has also granted a dispensation from the requirement in Note 3 on Rule 8 of the Code that disclosures made under Rule 8 of the Code must be made to a RIS. Therefore, any Opening Position Disclosures and Dealing Disclosures required under Rule 8 of the Code may be made to the Company by email to email@example.com or by fax to 0345 260 1514 and will be published on the Company's website at tpmgroupplc.co.uk. A copy must also be sent to the Panel's Market Surveillance Unit by fax (+44 (0) 20 7236 7013) or by email to firstname.lastname@example.org.
For further information visit www.tpmgroupplc.co.uk or contact:
Julian Finegold, Director
Tel: 020 8358 6530
Trust Property Management Group Plc
NOTE: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 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 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.”