Daisy : Offer Declared Unconditional in all respects

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

9 December 2014

For immediate release

Recommended cash offer for Daisy Group plc BY CHAIN BIDCO PLC

Offer declared unconditional IN ALL RESPECTS and extension of the Offer

Introduction

On 20 October 2014, Toscafund Asset Management LLP ("Toscafund "), Penta Capital LLP ("Penta ") 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 (the "Offer ").

The full terms and conditions and the procedures for acceptances of the Offer are set out in full in the offer document published by Bidco on 17 November 2014 (the "Offer Document "). Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Offer Document, a copy of which is available on Daisy's website atwww.daisygroupplc.com, Toscafund's website atwww.toscafund.comand Penta's website atwww.pentacapital.com.

General Meeting

Bidco notes the announcement by Daisy on 3 December 2014 announcing the passing of the Ordinary Resolution in connection with the Management Arrangements at the General Meeting held on 3 December 2014.

Level of acceptances

As at 1.00 p.m. (London time) on 8 December 2014, Bidco had received valid acceptances of the Offer in respect of 122,773,332 Daisy Shares (representing approximately 45.98 per cent. of the total issued share capital of Daisy and approximately 95.53 per cent. of the Daisy Shares to which the Offer relates). In addition, on 8 December 2014 Bidco acquired 138,456,734 Daisy Shares (representing approximately 51.86 per cent. of the total issued share capital of Daisy) pursuant to the Share Exchange Agreement.

Accordingly, on 8 December 2014, Bidco either had acquired or had received valid acceptances of the Offer in respect of, in aggregate, 261,230,066 Daisy Shares (representing approximately 97.85 per cent. of the total issued share capital of Daisy).

Offer unconditional in all respects

Bidco announces that all the conditions of the Offer have now been either satisfied or waived. Accordingly, Bidco is pleased to announce that the Offer is declared unconditional in all respects.

Extension of Offer

Bidco further announces that the Offer is being extended and will remain open for acceptance until further notice.

Daisy Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.

Further acceptances

The procedure for acceptance of the Offer is set out in paragraph 16 of Part II of the Offer Document and, in the case of Daisy Shares in certificated form (that is, not in CREST), in the Form of Acceptance. To accept the Offer in respect of Daisy Shares in certificated form, the completed and signed Form of Acceptance should be returned to Capita Asset Services, the Receiving Agent. Acceptances in respect of Daisy Shares in uncertificated form should be made electronically through CREST. CREST sponsored members should note that only CREST sponsors will be able to send the necessary TTE Instruction to Euroclear.

Irrevocable undertakings

As at 1.00 p.m. (London time) on 8 December 2014, Bidco had received valid acceptances of the Offer in respect of 108,816,432 Daisy Shares (representing approximately 40.76 per cent. of the total issued share capital of Daisy and approximately 84.67 per cent. of the Daisy Shares to which the Offer relates) from the following Daisy Shareholders who gave irrevocable undertakings to do so:

Daisy Shareholder	Number of Daisy Shares	% of Daisy total issued share capital
Host Europe (Bermuda) Limited	36,250,000	13.58%
Invesco Asset Management Limited	59,295,804	22.21%
Woodford Investment Management LLP	10,302,031	3.86%
Peter Dubens/HSDL Nominees Limited	2,916,666	1.09%
Project Consultants Limited	4,690	0.00%
Steve Smith	47,241	0.02%

As at 1.00 p.m. (London time) on 8 December 2014, Bidco had not received valid acceptances of the Offer in respect of holdings of 129,912 Daisy Shares (representing approximately 0.05 per cent. of the total issued share capital of Daisy) which Steve Smith had irrevocably undertaken to procure.

Interests in Daisy Shares

As at 8 December 2014 (following completion of the transactions contemplated in the Share Exchange Agreement), Bidco and persons acting in concert with it had interests in or rights to subscribe for Daisy Shares as follows:

Name	Nature of Interest	Number of Daisy Shares	% of Daisy total issued share capital
Chain Bidco plc	Ownership of 2 pence ordinary shares	138,456,734	51.86%
Steve Smith	LTIP Award	612,777	0.23%

Save as disclosed above, as at 1.00 p.m. (London time) on 8 December 2014, neither Bidco, nor any person acting in concert with it, was interested in, or had any rights to subscribe for any relevant securities of Daisy, or had any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Daisy. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Daisy and any borrowing or lending of any relevant securities of Daisy which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of Daisy.

Cancellation of admission to trading of the Daisy Shares on AIM

As set out in the Offer Document, now that the Offer has been declared unconditional in all respects and Bidco has acquired more than 75 per cent. of the voting rights attaching to Daisy Shares, Bidco intends to procure that Daisy applies to the London Stock Exchange for the cancellation of the admission to trading of the Daisy Shares on AIM. Bidco anticipates that cancellation of listing and trading will take place no earlier than 20 January 2015.

Compulsory Acquisition

As set out in the Offer Document, now that the Offer has been declared unconditional in all respects and Bidco has acquired more than 90 per cent. of the Daisy Shares to which the Offer relates and 90 per cent. or more of the voting rights attaching to those shares, Bidco intends to exercise its rights pursuant to sections 974 to 991 of the Companies Act to acquire compulsorily, on the same terms as the Offer, the remaining Daisy Shares in respect of which the Offer has not at such time been accepted.

Director Resignations

As set out in the Offer Document, now that the Offer has been declared unconditional in all respects and Bidco is commencing the process to compulsorily acquire the remaining Daisy Shares pursuant to sections 974 to 991 of the Companies Act, Peter Dubens and the Non-Executive Directors will resign from their office as directors of Daisy.

Settlement

Settlement for those Daisy Shareholders who have validly accepted the Offer by 8 December 2014 will be effected promptly in accordance with applicable English law and regulation, and in any event, on or before 22 December 2014.

Settlement for valid acceptances in respect of the Offer received after 8 December 2014 will be effected promptly after receipt of that acceptance in accordance with applicable English law and regulation and, in any event, within 14 days of receipt of that acceptance.

Responsibility

The Directors of Bidco (whose names are set out in paragraph 2(A) of Appendix III to the Offer Document) accept responsibility for (i) the information contained in this announcement and the Offer Document relating to Bidco, themselves and their immediate families, related persons and trusts connected with them, and (ii) all other information contained in this announcement and the Offer Document (other than information for which responsibility is taken by the Directors of Daisy, the Independent Directors of Daisy, the Penta Members, Martin Hughes as the individual designated member of Toscafund and Matthew Riley in his personal capacity, as set out in paragraph 1 of Appendix III to the Offer Document and in this section entitled "Responsibility" ). To the best of the knowledge and belief of the Directors of Bidco (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement and the Offer Document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

Martin Hughes, as the individual designated member of Toscafund, accepts responsibility for (i) the information contained in this announcement and the Offer Document relating to Toscafund, himself and his immediate family, related persons and trusts connected with him, and (ii) all other information contained in this announcement and the Offer Document (other than information for which responsibility is taken by the Directors of Bidco, the Directors of Daisy, the Independent Directors of Daisy, the Penta Members and Matthew Riley in his personal capacity, as set out in paragraph 1 of Appendix III to the Offer Document and in this section entitled "Responsibility "). To the best of the knowledge and belief of Martin Hughes (who has taken all reasonable care to ensure that such is the case) the information contained in this announcement and the Offer Document for which he is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Penta Members (whose names are set out in paragraph 2(C) of Appendix III to the Offer Document) accept responsibility for (i) the information contained in this announcement and the Offer Document relating to Penta, themselves and their immediate families, related persons and trusts connected with them, and (ii) all other information contained in this announcement and the Offer Document (other than information for which responsibility is taken by the Directors of Bidco, the Directors of Daisy, the Independent Directors of Daisy, Martin Hughes as the individual designated member of Toscafund and Matthew Riley in his personal capacity, as set out in paragraph 1 of Appendix III to the Offer Document and in this section entitled "Responsibility ") . To the best of the knowledge and belief of the Penta Members (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement and the Offer Document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

Matthew Riley accepts responsibility for (i) the information contained in this announcement and the Offer Document relating to himself and his immediate family, related persons and trusts connected with him, and (ii) all other information contained in this announcement and the Offer Document (other than information for which responsibility is taken by the Directors of Bidco, the Directors of Daisy, the Independent Directors of Daisy, the Penta Members and Martin Hughes as individual designated member of Toscafund, as set out in paragraph 1 of Appendix III to the Offer Document and in this section entitled "Responsibility "). To the best of the knowledge and belief of Matthew Riley (who has taken all reasonable care to ensure that such is the case) the information contained in this announcement and the Offer Document for which he is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

General

In accordance with Rule 30.4 of the Code, this announcement will be available on on Daisy's website atwww.daisygroupplc.com, Toscafund's website atwww.toscafund.comand Penta's website atwww.pentacapital.comby no later than 12.00 noon (London time) on 10 December 2014.

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

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 .

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and, in respect of Daisy Shares held in certificated form, the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

In particular, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The receipt of cash pursuant to the Offer by Daisy Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Daisy Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Offer.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

Notice to US investors

The Offer will be made for securities in a UK company and Daisy Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been, or will be, prepared in accordance with the City Code and UK disclosure requirements, format and style, all of which differ from those in the United States. Daisy's financial statements, and all financial information that is included in this announcement or that may be included in the Offer Document or any other documents relating to the Offer, have been, or will be, prepared in accordance with International Financial Reporting Standards adopted by the European Union and therefore may not be comparable to financial statements of US companies or companies whose financial statements are prepared in accordance with US GAAP.

The Offer, if required to be made, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the City Code, the Panel and the London Stock Exchange. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. In the United States, the Offer will be made solely by Bidco and not by its financial adviser.

Both Daisy and Bidco are companies incorporated under the laws of England and Wales. All of the assets of Daisy and Bidco are located outside of the United States. As a result, it may not be possible for Daisy Shareholders in the United States to effect service of process within the United States upon Daisy or Bidco or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Daisy or Bidco or their respective officers or directors in a non-US court for violations of the US securities laws. There is also a substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws.

Ends

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