Pointon York Group Limited
LSE : PYV

September 12, 2011 11:44 ET

Statement re Possible Offer

12 September 2011

Announcement of formal sale process

Pointon York Group Limited


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 OR REGULATIONS OF THAT JURISDICTION.
                                                     
FOR IMMEDIATE RELEASE

Pointon York Group Limited
Commencement of formal sale process

The Board of Pointon York Group Limited (the "Company") has received several confidential approaches and
therefore intends to undertake a formal sale process in order to seek potential offerors for the entire
issued and to be issued share capital of the Company. Accordingly, the Company invites interested parties
to contact Quayle Munro (contact details are provided below).

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 (the "Code") as they will apply from 19 September 2011 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 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 Code as it
will apply from 19 September 2011, which will prohibit any form of inducement fee or other offer-related
arrangement, and that the Company has not requested any dispensation from this prohibition under Note 2 of
Rule 21.2 at this stage.

The Company proposes to conduct the formal sale process in the following manner. Any interested party who
approaches the Board will be required to enter into a non-disclosure agreement with the Company on
reasonable terms satisfactory to the Board and on the same terms, in all material respects, as the other
interested parties, before being permitted to participate in the process. The Company intends to release an
information memorandum shortly to all participants  who have entered into such non-disclosure agreements
with the Company. The Board is currently targeting a deadline for receipt of indicative proposals in mid-
October and a decision on whether to take forward any participant to the next phase of the process will be
taken by the Board shortly thereafter. It is intended that any participant who is taken forward to the next
phase of the formal sale process will be given access to a dataroom and management presentations. The Board
is currently targeting a deadline for receipt of final proposals in the second half of November. If this
formal sale process results in the selection of a preferred  bidder, the Board may request that the
preferred bidder obtain the necessary approvals from the Financial Services Authority before it announces
any firm intention to make an offer.

The Board reserves the right to alter any aspect of the sale process as outlined above 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. There can be no certainty that any offer will be made for the Company, or even
proposed, or as to the level of any proposal or offer that may be made.



Enquiries:
Quayle Munro Limited
Andreas Wesemann and Ellie Taylor
020 7907 4200



A copy of this announcement will be available at www.pointonyork.co.uk. The content of the website referred
to in this announcement is not incorporated into and does not form part of this announcement.

Quayle Munro Limited (which is authorised and regulated in the United Kingdom by the Financial Services
Authority) is acting exclusively for the Company and for no one else in connection with any possible offer
and will not be responsible to anyone other than the Company for providing the protections afforded to
Quayle Munro's clients nor for providing advice in relation to any possible offer or any other matters
referred to in this announcement.

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 whether pursuant to this announcement or otherwise. The distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose
possession this announcement comes should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation of the securities law of any such
jurisdiction.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, the Company confirms that it has 2,255,014 ordinary shares of 5p
each in issue and admitted to trading on the PLUS Stock Exchange with the ISIN GB0032141326. The Company
has issued 155,000 warrants to subscribe for 155,000 ordinary shares of 5p each at 200p per share,
exercisable until 31 March 2015.

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. If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129.

Contact Information

  • Pointon York Group Limited