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 OF SUCH JURISDICTION 24 December 2014: MANDATORY CASH OFFER UNDER RULE 9 OF THE CITY CODE TO ACQUIRE ORDINARY SHARES IN ARMOUR GROUP PLC TO BE MADE BY HAWK INVESTMENT HOLDINGS LIMITED 1. Introduction On 18 December 2014 Armour announced that Hawk and A.L.R ( Bob ) Morton, his sons, Edward Morton, Charles Morton, Robert Morton and Andrew Morton together with Amy Morton (wife of Charles Morton), Susan Morton, the Hawk Pension Fund, Groundlinks Limited, Retro Grand Limited and Seraffina Holdings Limited (who are presumed to be acting in concert with Hawk for the purposes of the City Code) collectively hold 45,186,582 Armour Shares representing approximately 46.56 per cent. of the voting rights in Armour. Since the date of that announcement it has become apparent that Mavis Morton held 50,000 Armour Shares and she should also be treated as acting in concert with Hawk. Consequently, the Hawk Concert Party holds an aggregate of 45,236,582 Armour Shares representing approximately 46.61 per cent. of the voting rights in Armour. Under Rule 9 of the City Code, Hawk is required to make a mandatory offer for the Armour Shares not already held by Hawk or the other members of the Hawk Concert Party at a price of 4.75 pence per Armour Share in cash, being the highest price paid for Armour Shares by any member of the Hawk Concert Party since a waiver in respect of Rule 9 of the City Code was granted to Hawk and persons then acting in concert with it on 23 February 2011. Accordingly, Hawk now confirms that it will make such mandatory offer through the despatch of the Offer Document and relevant form of acceptance, both of which will be posted to Armour shareholders (or made available electronically in accordance with the City Code) as soon as practicable. The definitions used in this announcement are contained in Appendix II to this announcement. 2. The Offer The Offer will be made on the terms set out below and in Appendix I of this announcement and will be further subject to the terms to be set out in the Offer Document and in the relevant form of acceptance. The offer will be made on the following basis: for each Armour Share 4.75 pence in cash The Offer will extend to all issued Armour Shares which are not held by members of the Hawk Concert Party and any further Armour Shares which are unconditionally allotted or issued and fully paid before the Offer closes (including pursuant to the exercise of any outstanding options over Armour Shares). As the exercise prices of all of the outstanding options over Armour Shares are considerably in excess of the Offer Price, Hawk will not make an equivalent offer to the holders of such options. The Offer will remain open for acceptance, subject to the provisions of Appendix I of this announcement and the terms of the Offer Document, until 1.00 pm on the 21st day after the date of publication of the Offer Document or (if that day is a Saturday, Sunday or a public holiday) on the next succeeding business day.
The Offer is conditional only upon Hawk having received acceptances in respect of shares which, together with shares acquired or agreed to be acquired before or during the Offer, will result in Hawk and any person acting in concert with it holding shares carrying more than 50 per cent of the voting rights then normally exercisable at a general meeting of Armour. Full details of the condition to which the Offer is subject and certain further terms of the Offer are set out in Appendix I of this Announcement. The Offer values the total current issued share capital of Armour (for the avoidance of doubt, excluding treasury shares) at approximately 4.61 million. 3. Background to and reasons for the Offer On 23 February 2011 shareholders of Armour voted to approve the Waiver, granted by the Panel, of the obligation that would otherwise have arisen on a concert party (then composed of Bob Morton, Sue Morton, Hawk Pension Fund, Groundlinks Limited, Retro Grand Limited, Seraffina Holdings Limited and Hawk) to make a general offer to the shareholders of the Company pursuant to Rule 9 of the City Code as a result of the issue of shares to members of that concert party pursuant to a placing of 28,571,429 new Armour Shares at 7 pence per share to raise 2 million. Subsequent to the grant and approval of the Waiver, sons of Bob Morton, who had held no shares at the date of the Waiver, acquired a total of 7,200,000 Armour Shares as set out below. Individual Shares acquired Percentage holding of Armour Shares Date Shares acquired Price paid Resultant total holding of Armour Shares Edward Morton 1,800,000 1.85% 5 August 2011 2p 1,800,000 Charles Morton 385,714 0.40% 8 June 2011 4.75p 1,414,286 1.46% 5 August 2011 2p 1,800,000 Andrew Morton 1,800,000 1.85% 5 August 2011 2p 1,800,000 Robert Morton 1,800,000 1.85% 9 August 2011 2p 1,800,000 TOTAL 7,200,000 7.42% Subsequent to these Acquisitions, Charles Morton transferred 900,000 Armour Shares to his wife, Amy Morton, such that they now hold 900,000 Armour Shares each. It has also recently become apparent that 50,000 Armour Shares are held, and at the time of the Waiver referred to above were held, by Mavis Morton, the widow of Bertram Walter George Morton, late brother of Bob Morton. Mavis Morton inherited these shares following the death of her husband. Edward Morton, Charles Morton, Andrew Morton, Robert Morton, Amy Morton and Mavis Morton are presumed to be acting in concert with Hawk and the other members of the Hawk Concert Party for the purposes of the City Code. Prior to the Acquisitions, the Hawk Concert Party was interested in Armour Shares which in aggregate carried not less than 30 per cent of the voting rights of Armour but does not hold more than 50 per cent of such voting rights. The Acquisitions increased the percentage of shares carrying voting rights in which Hawk, together with persons acting in concert with it, are interested. Rule 9 of the City Code requires that where a shareholder, together with persons acting in concert with him, has an interest of not less than 30 per cent. but does not hold more than 50 per cent. of a company's voting share capital, if he acquires an interest in any further shares he is required to make a mandatory cash offer for the entire issued share capital not already owned by him and persons acting in concert with him. Following the Acquisitions, and pursuant to Rule 9, Hawk is therefore required to make an offer for all the Armour Shares not already owned by it or by persons acting in concert with it.
4. Information on Armour Armour is a UK-based public company whose shares are admitted to trading on AIM. Armour has recently divested of all trading activities and, as detailed in the preliminary statement of 12 November 2014, has substantially reduced its operating costs and become an investing company as defined in the AIM Rules for Companies. Armour's objective is to generate an attractive rate of return for shareholders by taking advantage of opportunities. The Company is seeking a transformational investment opportunity that offers the potential for enhancing future shareholder capital growth and income. Armour's investing policy is set out in full in its circular to shareholders dated 18 July 2014, which is available from its website at http://www.armourgroup.uk.com/investor/rule26.php. 5. Information on Hawk and the other members of the Hawk Concert Party Hawk Hawk Investment Holdings Limited is a company wholly owned by Mr. and Mrs. ALR Morton. The sole director of Hawk Investment Holdings Limited is Anthony David Holt, with alternate director Nicola Anne Chippendale. Hawk was incorporated under the laws of Guernsey and has its registered office is at Newport House, 15, The Grange, St. Peter Port, Guernsey, Channel Islands, GY1 2QL. Hawk is an investment company investing in a range of both quoted and unquoted companies. Retro Grand Limited Retro Grand Limited was incorporated on 8 March 2000 under the laws of the British Virgin Islands with registered number 373821 and has its registered office at Craigmuir Chambers, Road Town, Tortola, British Virgin Islands. The shares in Retro Grand Limited are held by Morton PTC Limited of Newport House, 15, The Grange, St. Peter Port, Guernsey, Channel Islands, GY1 2QL as Trustee of The Edward Trust, being a trust for the benefit of Edward Morton. Retro Grand Limited s directors are Anthony David Holt and Michael Brian Collins. Retro Grand Limited is an investment company investing in a range of both quoted and unquoted companies. Groundlinks Limited Groundlinks Limited was incorporated on 12 April 1999 under the laws of the British Virgin Islands with registered number 319999 and has its registered office at Craigmuir Chambers, Road Town, Tortola, British Virgin Islands. The shares in Groundlinks Limited are held by Morton PTC Limited of Newport House, 15, The Grange, St. Peter Port, Guernsey, Channel Islands, GY1 2QL as Trustee of The Andrew Trust, being a trust for the benefit of Andrew Morton. Groundlinks Limited s directors are Anthony David Holt and Michael Brian Collins. Groundlinks Limited is an investment company investing in a range of both quoted and unquoted companies. Seraffina Holdings Limited Seraffina Holdings Limited was incorporated on 24 March 2003 under the laws of the British Virgin Islands with registered number 538758 and has its registered office at Craigmuir Chambers, Road Town, Tortola, British Virgin Islands.
The shares in Seraffina Holdings Limited are held by Morton PTC Limited of Newport House, 15, The Grange, St. Peter Port, Guernsey, Channel Islands, GY1 2QL as Trustee of The Charles Trust, being a trust for the benefit of Charles Morton. Seraffina Holdings Limited s directors are Anthony David Holt and Michael Brian Collins. Seraffina Holdings Limited is an investment company investing in a range of both quoted and unquoted companies. The Morton family Bob Morton is Chairman of Armour Group plc. Mr Morton is a serial entrepreneur with an established track record of investing in UK quoted companies including AIM companies. Susan Morton is the wife of Bob Morton. Andrew Morton, Charles Morton, Edward Morton and Robert Morton are the sons of Bob Morton Amy Morton is the wife of Charles Morton and daughter-in-law of Bob Morton Mavis Morton is the widow of Bertram Walter George Morton, late brother of Bob Morton. 6. Financing of the Offer It is estimated that full acceptance of the Offer would require payment by Hawk, under the terms of the Offer, of an amount of 2.46 million in cash, which will be satisfied out of Hawk s existing cash resources. Hub Capital Partners Limited of 80 Coleman Street, London EC2R 5BJ is satisfied that the necessary financial resources are available to Hawk to enable it to satisfy in full the consideration payable by Hawk under the terms of the Offer. 7. Condition and further terms of the Offer The Offer is conditional only upon Hawk having received acceptances in respect of shares which, together with shares acquired or agreed to be acquired before or during the Offer, will result in Hawk and any person acting in concert with it holding shares carrying more than 50 per cent of the voting rights then normally exercisable at a general meeting of Armour. Full details of the condition to which the Offer is subject and certain further terms of the Offer are set out in Appendix I of this Announcement and the detailed terms of the Offer will be set out in the Offer Document. 8. Disclosure of interests in Armour The interests of the Hawk Concert Party in relevant securities of Armour are as follows: Member of Hawk Concert Party On 23 February 2011: Armour Shares Percentage of Armour Shares Bob Morton (direct interest) 0.00% Susan Morton 210,000 0.22% Hawk Pension Fund 1,000,000 1.03% Hawk Investment Holdings Limited 29,018,397 29.90% Groundlinks Limited 2,040,000 2.10%
Retro Grand Limited 2,040,000 2.10% Seraffina Holdings Limited 3,678,185 3.79% Sub-Total 37,986,582 39.14% Acquired since 23 February 2011: Edward Morton 1,800,000 1.85% Charles Morton 900,000 0.93% Amy Morton 900,000 0.93% Robert Morton 1,800,000 1.85% Andrew Morton 1,800,000 1.85% Sub-Total 45,186,582 46.56% Additional member: Mavis Morton 50,000 0.05% TOTAL 45,236,582 46.61% Save for the interests of the Hawk Concert Party described above, neither Hawk nor any person acting in concert with Hawk has any interest in, or right to subscribe for, any relevant securities of Armour, or any short positions (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery. Neither Hawk nor any of its associates has procured any irrevocable commitment or letter of intent in respect of any relevant securities of Armour. Neither Hawk nor any person acting in concert with Hawk has borrowed or lent any relevant securities of Armour (save for any borrowed shares which have been either on-lent or sold). There are no arrangements of the kind referred to in Note 6(b) to Rule 8 of the City Code which exist between Hawk or any associate of Hawk and any other person in relation to any relevant securities of Armour. Hawk confirms that it will make its Opening Position Disclosure today, setting out the details required to be disclosed by it under Rule 8.1(a) of the City Code. For the purposes of this paragraph 8, the terms acting in concert, associate, interest and relevant securities have the same meanings as defined in the City Code. 9. Further details The Offer Document, setting out full details of the Offer, and the related form of acceptance will be published as soon as practicable. The Offer will not be made directly or indirectly in or into the United States, Canada, Japan or Australia. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from the United States, Canada, Japan or Australia. The availability of the Offer to
persons outside the United Kingdom may be affected by the laws of other jurisdictions. Such persons should inform themselves about and observe any applicable requirements of those jurisdictions. This announcement does not constitute, or form part of, an offer or an invitation to purchase or sell Armour Shares or any other securities. There are no agreements or arrangements to which Hawk is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a pre-condition or a condition to the Offer. There are no inducement fees or similar arrangements between Armour and Hawk or any member of the Hawk Concert Party. 10. Documents published on a website The following document will be published on Armour s website at http://www.armourgroup.uk.com in accordance with Rule 26.1 of the City Code: this announcement In accordance with Rule 30.4 of the City Code, a copy of this announcement will be made available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the website of Armour at http://www.armourgroup.uk.com by no later than 12 noon (London time) on 29 December 2014. For the avoidance of doubt, the content of this website is not incorporated by reference and does not form part of this announcement. 11. Disclosure Requirements of the City Code Under Rule 8.3(a) of the City 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 City 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 p.m. (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. 12. Press enquiries On behalf of the Hawk Concert Party: +44 (0) 7797 751457 Bob Morton On behalf of Hawk: +44 (0) 1481 724136 Anthony Holt On behalf of Hub Capital Partners Limited - Financial Adviser to Hawk: +44 (0) 20 7653 8740 David Davies IMPORTANT NOTICE Hub Capital Partners Limited is acting exclusively as financial adviser to Hawk and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than Hawk for providing the protections afforded to clients of Hub Capital Partners Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Capita Asset Services during business hours on 0871 664 0321 from within the UK or +44 02 8639 3399 if calling from outside the UK or by writing to them at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. It is important that you note that unless you make a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF ARMOUR SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT. SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY, ONCE IT HAS BEEN DESPATCHED. The availability of the Offer and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. 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, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. This announcement has been prepared for the purpose of complying with English law, the City Code and the AIM Rules 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 the United Kingdom. Appendix I Condition and further terms of the Offer 1) The Offer will be subject to the following condition: valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00p.m. on the first closing date of the Offer (or such later time(s) and/or date(s) as Hawk may, with the consent of the Panel or in accordance with the City Code, decide) in respect of Armour Shares which, together with Armour Shares acquired or agreed to be acquired before such time(s), will result in Hawk and any person acting in concert with it holding Armour Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Armour, including (to the extent, if any, required by the Panel for this purpose) any such voting rights attaching to any Armour Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise; and for this purpose shares which have been unconditionally allotted, whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise, shall be deemed to carry the voting rights which they will carry upon issue. 2) The Offer will extend to all existing issued Armour Shares (other than the Armour Shares held by members of the Hawk Concert Party) and any further Armour Shares which are unconditionally allotted or issued and fully paid before the Offer closes (including pursuant to the exercise of any outstanding options over Armour Shares). 3) The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. 4) The Armour Shares which are the subject of the Offer will be acquired, fully paid, free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions, if any, declared, made or paid after the date hereof. 5) The Offer will comply with the rules of AIM and the provisions of the City Code. The Offer and any acceptances under it will be governed by English law and be subject to the jurisdiction of the courts of England. Appendix II Definitions The following definitions apply throughout this announcement unless the context requires otherwise: Acquisitions The acquisition of a total of 7,200,000 Armour Shares by Edward Morton, Charles Morton, Andrew Morton and Robert Morton as
further set out in paragraph 3 of this announcement; AIM AIM Rules for Companies Armour Armour Shares Canada City Code concert party or acting in concert Hawk Hawk Concert Party Japan London Stock Exchange Offer Offer Document Offer Price Panel United Kingdom or UK United States Waiver the AIM Market of London Stock Exchange plc; the AIM Rules for Companies published by London Stock Exchange plc governing admission to, and the operation of, AIM; Armour Group plc registered in England and Wales under registered number 00803572; the existing issued or unconditionally allotted and paid (or credited as fully paid) ordinary shares of 1 pence each in the capital of Armour and any further shares which are unconditionally allotted or issued fully paid (or credited as fully paid) on or prior to the date on which the Offer closes (excluding, for the avoidance of doubt, treasury shares); Canada, its provinces, territories and all areas subject to its jurisdiction and any political sub-division thereof; the City Code on Takeovers and Mergers; has the same definition as in the City Code; Hawk Investment Holdings Limited, a company incorporated in Guernsey with company number 44994; together, Hawk, Bob Morton, Edward Morton, Charles Morton, Robert Morton, Andrew Morton, Amy Morton, Mavis Morton, Susan Morton, Hawk Pension Fund, Groundlinks Limited, Retro Grand Limited and Seraffina Holdings Limited; Japan, its cities, prefectures, territories and possessions; the London Stock Exchange Plc; the mandatory cash offer by Hawk to acquire the Armour Shares not held by the Hawk Concert Party on the terms to be set out in the Offer Document including, where the context requires, any subsequent revision, variation, extension or renewal of such offer; the formal document to be sent to Armour shareholders setting out the full terms of the Offer; 4.75 pence per Armour Share; the Panel on Takeovers and Mergers; the United Kingdom of Great Britain and Northern Ireland; the United States of America, its territories or possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction; and a waiver, granted by the Panel and approved by shareholders of Armour on 23 February 2011, of the obligation that would otherwise have arisen on Hawk and persons then acting in concert with it (which then included Bob Morton, Sue Morton, Hawk Pension Fund, Groundlinks Limited, Retro Grand Limited and Seraffina
Holdings Limited) to make a general offer to the shareholders of Armour pursuant to Rule 9 of the City Code as a result of the issue of shares to members of that concert party pursuant to a placing of 28,571,429 new Armour Shares at 7 pence per share to raise 2 million.