Spectre Holdings Ltd - Closing of Offer
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM
MANDATORY UNCONDITIONAL CASH OFFER
to acquire the entire issued share capital
Bonmarché Holdings plc ("Bonmarché")
CLOSING OF OFFER
Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Offer Document issued by Spectre on
Spectre's response to Bonmarché trading update dated
Spectre has reviewed the announcement made by Bonmarché on
Spectre notes the Bonmarché board's comments that trading for the company has been poor and that there is a significant degree of uncertainty attached to the company achieving its financial targets. Spectre further notes the Bonmarché board's comments that the risks for the business going forward are heavily weighted towards the downside and that the current clothing market is not following the patterns of previous years.
Since the announcement of the Offer, Spectre has believed that Bonmarché needs to reduce its cost base to a sustainable level and that a detailed review should be conducted of a number of elements of its business, including completing a store-by-store profitability assessment.
Spectre believes the Bonmarché board's latest trading update is a validation of Spectre's view, expressed in the announcement of the Offer on
In light of the Bonmarché board's latest trading update, Spectre now believes that the passage of time, and a further decline in the performance of Bonmarché, has eroded Spectre's ability to provide the advice, guidance and support needed to secure the long-term future of the Bonmarché business, its stores and employees.
Spectre is especially concerned by the suggestion that PwC, Bonmarché's auditor, may shortly express uncertainty about the company's ability to continue as a going concern in its FY19 accounts.
Spectre also notes Bonmarché's comments that the company has adequate liquidity only insofar as its bank continues to support it with a
In light of this information, Spectre believes it is now forced to close the Offer. In accordance with the announcement made on
The Offer, which remains subject to the terms set out in the Offer Document and, in respect of certificated Bonmarché Shares, the Form of Acceptance, will remain open for acceptance until that time.
Although Spectre is closing the Offer, Spectre expects the Bonmarché board to keep Bonmarché Shareholders updated on ongoing trading and on the outlook for the full year.
If Spectre has:
(a) by virtue of its shareholding and acceptances of the Offer, increased its aggregate shareholding to not less than 75 per cent. of the share capital of Bonmarché and
(b) obtained acceptances of the Offer or acquired or agreed to acquire Bonmarché Shares (excluding the 26,213,390 Bonmarché Shares acquired by Spectre on
and subject to any applicable requirements of the Listing Rules, Spectre intends to procure that Bonmarché applies for the cancellation of the listing of Bonmarché Shares on the Official List of the
(Financial Adviser to Spectre)
+44 (0) 161 831 1512
A copy of this announcement will be available at www.spectredxb.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
The directors of Spectre and
This announcement is not intended to and does not constitute, or form any part of, an offer or an invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Bonmarché in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or equivalent document. The Offer is made solely through the Offer Document, which contains the full terms of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document. The laws of relevant jurisdictions may affect the availability of the Offer to persons not resident in the
Unless otherwise determined by Spectre and permitted by applicable law and regulation, the Offer is not being made, directly or indirectly, in or into
This announcement, including information included or incorporated by reference in this announcement, may contain "forward-looking statements" concerning Spectre and Bonmarché. All statements other than statements of historical fact may be forward-looking statements. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements, which speak only as of the date of this announcement. Spectre assumes no obligation and does not intend to update these forward-looking statements, except as required pursuant to applicable law.
Please be aware that addresses, electronic addresses and certain other information provided by Bonmarché Shareholders and other relevant persons in connection with the receipt of communications from Bonmarché may be provided to Spectre during the offer period as required under Section 4 of Appendix 4 of the Takeover Code.
Publication on Website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement together with all information incorporated into this announcement by reference to another source will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Spectre's website (www.spectredxb.com) by no later than 12 noon (
You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by calling
This information is provided by RNS, the news service of the
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