Daisy : Publication and posting of Offer Document

Toscafund Asset Management LLP



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

For immediate release                                                                         17 November 2014

Publication and posting of Offer Document

On 20 October 2014, Toscafund Asset Management LLP, Penta Capital LLP and Matthew Riley (the "Consortium") and Daisy Group plc ("Daisy") released an announcement (the "20 October Announcement") that they had reached agreement on the terms of a recommended cash offer pursuant to which Chain Bidco plc ("Bidco") (a newly incorporated company owned (indirectly) by the Consortium) will acquire the entire issued and to be issued share capital of Daisy not already owned, or agreed to be acquired, by Bidco, to be implemented by means of a takeover offer within the meaning of Part 28 of the Companies Act. Defined terms in this announcement shall have the meaning given to them in the 20 October Announcement.

Accordingly, Bidco announces that it is today posting to Daisy shareholders an offer document relating to the Offer (the "Offer Document").

Information for shareholders on the Offer

The Offer will initially be open for acceptance until 1.00 p.m. (London time) on 8 December 2014.

To accept the Offer in respect of Daisy Shares held in certificated form (that is, NOT in CREST), the Form of Acceptance must be completed in accordance with the instructions printed thereon and returned as soon as possible and, in any event, so as to be received by Capita Asset Services at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later than 1.00 p.m. (London time) on 8 December 2014.

To accept the Offer in respect of Daisy Shares held in uncertificated form (that is, in CREST), acceptance should be made electronically through CREST so that the relevant TTE instruction settles as soon as possible and, in any event, no later than 1.00 p.m. (London time) on 8 December 2014. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear in relation to your Daisy Shares.

Notice of the General Meeting of Daisy

Notice of the Daisy General Meeting, to be held at Ropemaker Place, Level 12, 25 Ropemaker Street, London EC2Y 9LY at 11.00 a.m. on 3 December 2014, to approve the Management Arrangements is set out at the end of the Offer Document. To be valid, the Form of Proxy should be completed and returned by post or by hand as soon as possible and, in any event, so as to reach Capita Asset Services at PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by not later than 11.00 a.m. on 1 December 2014.

Completion and return of the Form of Proxy will not preclude Independent Shareholders from attending and voting at the Daisy General Meeting in person if they so wish.

Shareholder helpline

A shareholder helpline is available for Daisy shareholders. If you require assistance, please contact Capita Asset Services on 0871 664 0321 (from within the UK) or on + 44 20 8639 3399 (if calling from outside the UK). Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline. Other network providers' costs may vary. Lines are open 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer or the Management Arrangements nor give any financial, legal or tax advice.

Publication on website

In accordance with Rule 30.4 of the Code, a copy of this announcement and the Offer Document will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Daisy's website atwww.daisygroupplc.com, Toscafund's website atwww.toscafund.comand Penta's website atwww.pentacapital.comby no later than 12 noon (London time) on the business day following this announcement. 

Enquiries:

J.P. Morgan Cazenove (financial adviser to Chain Bidco plc)

Tel: [phone]

Hugo Baring    

James Thomlinson

Christopher Wood

Seán Murphy

Redleaf (media enquiries for Chain Bidco plc)

Tel: [phone]

Emma Kane     

Liberum (Rule 3 Adviser, Nominated Adviser and Corporate Broker to Daisy)

Tel: [phone]

Steve Pearce   

Neil Patel

Steve Tredget

Thomas Bective

Oakley Capital Corporate Finance (financial adviser to Daisy)

Tel: [phone]

Chris Godsmark           

Chris Brooks

Zishaan Arshad

Marc Jones

Redleaf (media enquiries for Daisy)

Tel: [phone]

Rebecca Sanders-Hewett

Jenny Bahr

Rachael Brown

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Toscafund and Bidco and no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Toscafund and Bidco for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to herein.

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Daisy as its adviser for the purposes of Rule 3 of the Code and for no-one else in connection with the Offer and this announcement and will not be responsible to anyone other than Daisy for providing the protections afforded to clients of Liberum Capital nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

Oakley Capital Limited is authorised and regulated by the Financial Conduct Authority. Oakley Capital Limited is acting as financial adviser exclusively for Daisy and no-one else in connection with the matters set out in this announcement and will not regard any other person as its client nor be responsible to anyone other than Daisy for providing the protections afforded to clients of Oakley Capital Limited nor for providing advice in relation to the matters referred to in this announcement .

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Ends

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