Quercus Publishing plc

LSE : QUPP


January 22, 2014 02:00 ET

COMMENCEMENT OF FORMAL SALE PROCESS

                                                                                               GB00B1G17S00
                                                                                            22 January 2014
For immediate release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION.
                                                     
                            QUERCUS PUBLISHING PLC ("QUERCUS" OR THE "COMPANY")
                                                     
                                    COMMENCEMENT OF FORMAL SALE PROCESS

Further  to the Company's interim trading statement, released on 17 January 2014, the Board of Quercus  has
decided that it would be in the best interests of the Company's shareholders to seek potential offerors  by
means  of  a  formal sale process. In accordance with Note 2 to Rule 2.6 of the City Code on Takeovers  and
Mergers  ("Takeover Code"), the Board of Quercus therefore announces that it is conducting  a  formal  sale
process. The Board continues to have constructive dialogue with its bankers, Barclays.

The  Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a)  of
the  Takeover  Code  such that any interested party participating in the formal sale process  will  not  be
required to be publicly identified as a result of this announcement (subject to Note 3 on Rule 2.2  of  the
Takeover Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a) for so long as  it
is participating in the formal sale process. Interested parties should note Rule 21.2 of the Takeover Code,
which  will  prohibit  the Company from entering into any form of inducement fee  or  other  offer  related
arrangement, and that the Company has not requested any dispensation from this prohibition at this stage.

The  Company  is  to  conduct  the  formal  sale process through  its  adviser,  Livingstone  Partners  LLP
("Livingstone").  Interested  parties will be required to enter into a non-disclosure  agreement  with  the
Company on reasonable terms satisfactory to the Board before being permitted to participate in the process.
The  Company then intends to provide participants who have entered into such non-disclosure agreements with
access  to  information  with which to evaluate whether to make, and the terms of,   any  offer.  Potential
offerors  for  the  entire issued and to be issued share capital of the Company should contact  Livingstone
(contact details below) without delay.

The Board reserves the right to alter any aspect of the sale process or to terminate it at any time and  in
such cases will make an announcement as appropriate.

The  Board reserves the right to reject any approach or terminate discussions with any interested party  or
participant at any time.  This formal sale process is at an early stage and the Board wishes to stress that
there can be no certainty that any transaction will be concluded.

This  announcement  is  not an announcement of a firm intention to make an offer  under  Rule  2.7  of  the
Takeover  Code and there can be no certainty that an offer will be made, nor as to the terms on  which  any
offer will be made.

As  a  consequence  of  this announcement, an "Offer Period" has commenced in respect  of  the  Company  in
accordance with the rules of the Takeover Code. Further announcements will be made as appropriate.

The Directors of Quercus are responsible for the contents of this announcement.


Enquiries to:

QUERCUS PUBLISHING PLC                                                              Tel: 020 7291 7200
Mark Smith, Chief Executive
Colin Adams, Chief Financial Officer and Chief Operating Officer

LIVINGSTONE PARTNERS                                                                Tel: 020 7484 4700
Richard Fetterman
Richard Barlow

PETERHOUSE CORPORATE FINANCE LIMITED                                                Tel: 020 7220 9796
Mark Anwyl
Duncan Vasey

Media Enquiries:
ATTILA CONSULTANTS                                                                  Tel: 020 7947 4489
Charles Cook                                                                     Mobile: 077 1091 0563

Further 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  will be made solely by certain offer documentation which,  if  published,  will
contain the full terms and conditions of any offer, including details of how it may be accepted.

This  announcement has been prepared in accordance with English law and the Takeover Code  and  information
disclosed  may  not  be  the same as that which would have been prepared in accordance  with  the  laws  of
jurisdictions outside England.

This announcement will be available on the Company's website at www.quercusbooks.co.uk  as soon as possible
and in any event by no later than 12 noon on 23 January 2014

Livingstone Partners LLP, which is authorised and regulated by the FCA, is acting exclusively as  financial
advisor to Quercus and for no one else in connection with the matters referred to in this announcement  and
will  not be responsible to anyone other than Quercus for providing the protections afforded to clients  of
Livingstone  Partners  LLP  nor  for  providing advice in relation to  the  matters  referred  to  in  this
announcement.

Rule 2.10 disclosure

In  accordance  with  Rule 2.10 of the Takeover Code, the Company confirms that it has 20,545,620  ordinary
shares of 0.8p each in issue and admitted to trading on ISDX under the UK ISIN GB00B1G17S00

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.





Contact Information

  • Quercus Publishing plc