TIDMDJAN
RNS Number : 6609I
Daejan Holdings PLC
03 April 2020
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
3 April 2020
RECOMMED FINAL CASH OFFER
FOR
DAEJAN HOLDINGS PLC
BY
DOCK NEWCO LIMITED
a newly incorporated company within the Freshwater Group
to be effected by means of a scheme of arrangement under Part 26
of the Companies Act
Publication of the Scheme Document
On 21 February 2020, the board of directors of Dock Newco
Limited ("Dock" or "BidCo") and the independent non-executive
director (the "Daejan Independent Director") of Daejan Holdings plc
("Daejan") jointly announced a recommended final cash offer, in
accordance with Rule 2.7 of the City Code on Takeovers and Mergers
(the "Code"), for the entire issued and to be issued share capital
of Daejan not already owned directly or indirectly by the
Freshwater Concert Party (the "Offer") to be effected by means of a
scheme of arrangement between Daejan and the Relevant Daejan
Shareholders under Part 26 of the Companies Act 2006 (the
"Scheme").
Dock and Daejan are pleased to announce that the scheme document
containing, amongst other things, the full terms and conditions of
the Offer (the "Scheme Document"), together with the related Form
of Proxy and Loan Note Form of Election, has today been published
and sent to Daejan Shareholders. It is also available on
http://www.centremanor.co.uk/documents. Expressions used but not
defined in this announcement have the same meanings as in the
Scheme Document.
The Scheme Document sets out, among other things, a letter from
the Daejan Independent Director, the full terms and conditions of
the Scheme, the expected timetable of principal events, a statutory
explanatory statement, further details of the Loan Note Alternative
described below, notice of the Court Meeting and details of the
actions to be taken by Daejan Shareholders.
Action Required
As described in the Scheme Document, the implementation of the
Scheme is subject to the Conditions. To become effective, the
Scheme requires, amongst other things, approval by a majority in
number of the Scheme Shareholders voting at the Court Meeting (or
any adjournment thereof) representing not less than 75 per cent. in
value of the Scheme Shares voted. The Scheme must also be
sanctioned by the Court.
The Court Meeting to approve the Scheme (and the steps
contemplated by the Scheme) is scheduled to be conducted on 27
April 2020, commencing at 10.00 am (London time). However, in light
of the current UK Government guidance on public gatherings,
arrangements have been made to hold the meeting with only the
chairman of the Court Meeting (the "Chairman"), which will be the
Daejan Independent Director, physically in attendance at the Court
Meeting.
As Scheme Shareholders will only be able to vote by proxy and it
is important that as many votes as possible are cast so that the
Court can be satisfied that there is a fair and reasonable
representation of the Scheme Shareholder opinion, Scheme
Shareholders are strongly encouraged to complete and return their
Form of Proxy, or make an electronic appointment of a proxy or
submit a proxy vote via CREST (as applicable) as soon as possible
and in any event so that their instructions are received no later
than 5.00 p.m. (London time) on Friday 24 April 2020.
Further details of the arrangements for the Court Meeting are
set out in the Scheme Document including the details of how Scheme
Shareholders may if they wish dial in to ask questions of the
Chairman or raise any objections to the Scheme at that meeting.
We further note that, as a result of current UK Government
guidance on public gatherings, BidCo has elected to waive the
Condition for a general meeting (in addition to the Court Meeting)
to be held on or before the 22(nd) day after 27 April 2020.
Loan Note Alternative
As an alternative to receiving some or all of the cash
consideration in respect of the Offer, Scheme Shareholders (other
than certain overseas shareholders) will, subject to certain terms
and conditions, be able to elect to receive Loan Notes to be issued
by BidCo and guaranteed by Centremanor on the basis of GBP1 nominal
of Loan Notes for each GBP1 of cash consideration to which they
would otherwise be entitled pursuant to the Offer.
Further details of the Loan Note Alternative, including a
valuation of the Loan Notes by Rothschild & Co are contained in
the Scheme Document.
Timetable
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also set out below. Subject
to approval at the Court Meeting, receipt of the Court sanction and
the satisfaction or waiver of the other Conditions set out in the
Scheme Document, the Scheme is expected to become effective on 7
May 2020 and the consideration due to Scheme Shareholders sent by
no later than 21 May 2020.
The dates and times given are indicative only and are based on
Dock's and Daejan's current expectations and may be subject to
change (including as a result of changes to Court times) as a
result of COVID-19 and governmental and medical regulation and
guidance. If any of the dates and / or times in this expected
timetable change, the revised dates and / or times will be notified
to Daejan Shareholders by announcement through a Regulatory
Information Service and a copy of such announcement will be made
available on http://www.centremanor.co.uk/documents .
Expected Timetable of Principal Events [1]
Date of publication of the Scheme Document 3 April 2020
---------------------
Latest time for lodging the Form of Proxy 5.00 pm on 24 April
2020
---------------------
Voting Record Time for the Court Meeting 5.00 pm on 24 April
2020 [2]
---------------------
Court Meeting 10.00 am on 27 April
2020
---------------------
Latest time for lodging of Loan Note Forms 10.00 am on 4 May
of Election 2020
and TTE Instructions in respect of the
Loan Note Alternative
---------------------
Scheme Court Hearing date 5 May 2020
---------------------
Last day for dealings in, and registrations 5.00 pm on 6 May
of transfers of and 2020
disablement in CREST of Daejan Shares
---------------------
Scheme Record Time 6.00 pm on 6 May
2020
---------------------
Suspension of listing and dealings in Daejan 7.30 am on 7 May
Shares 2020
---------------------
Scheme Effective Date 7 May 2020
---------------------
De-listing of Daejan Shares By 7.00 am on 8 May
2020
---------------------
Latest date for despatch of cheques or 21 May 2020
settlement through CREST(as appropriate)
---------------------
Longstop Date 31 July 2020
---------------------
Shareholder Helpline
If you have any questions relating to this announcement or the
completion and return of the Forms of Proxy, please contact
Equiniti on 0371 384 2050 (if calling from within the UK) or +44
121 415 0259 (if calling from outside the UK). Calls from outside
the United Kingdom will be charged at the applicable international
rate. The helpline is open between 8.30 am and 5.30 pm (London
time), Monday to Friday, excluding public holidays in England and
Wales. Please note that Equiniti cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes.
Enquiries:
Rothschild & Co (Financial Adviser to BidCo and the
Freshwater Group)
+44 (0)20 7280 5000
Alex Midgen
Sam Green
Lazard (Financial Adviser and Rule 3 Adviser to Daejan and the
Daejan Independent Director)
+44 (0)20 7187 2000
Patrick Long
William Lawes
N+1 Singer (Corporate Broker to Daejan)
+44 (0)20 7496 3000
James Maxwell
James Moat
Herbert Smith Freehills LLP is acting as legal adviser to BidCo.
Bryan Cave Leighton Paisner LLP is acting as legal adviser to
Daejan.
Further Information
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for BidCo and for no one else in connection
with the Offer and will not regard any other person as its client
in relation to the Offer and will not be responsible to anyone
other than BidCo for providing the protections afforded to clients
of Rothschild & Co, nor for providing advice in relation to any
matter referred to in this Announcement.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as financial
adviser exclusively to Daejan and the Daejan Independent Director
and no-one else in connection with the Offer and will not be
responsible to anyone other than Daejan and the Daejan Independent
Director for providing the protections afforded to clients of
Lazard & Co., Limited nor for providing advice in connection
with the Offer or the other matters referred to in this
Announcement.
Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised
and regulated by the FCA in the United Kingdom, is acting as
corporate broker exclusively for Daejan and no one else in
connection with the Offer and the matters set out in this
Announcement, and will not be responsible to any person other than
Daejan for providing the protections afforded to clients of N+1
Singer, nor for providing advice in relation to the Offer or any
matter referred to herein. Neither N+1 Singer nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of N+1 Singer in connection with this
Announcement, any statement contained herein or otherwise.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of 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 Daejan in any jurisdiction in
contravention of applicable law.
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
Subject to the right of BidCo to implement the Offer by way of a
Takeover Offer, the Offer will be made solely by means of the
Scheme Document, which will contain the full terms and conditions
of the Offer and, together with the Forms of Proxy, details for the
Relevant Daejan Shareholders of how to vote in respect of the
Scheme.
Any vote in respect of the Offer should only be made on the
basis of the information contained in the Scheme Document. Relevant
Daejan Shareholders are advised to read the formal documentation in
relation to the Offer carefully once it has been dispatched.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by the Relevant Daejan Shareholders,
persons with information rights and other relevant persons in
connection with the receipt of communications from Daejan may be
provided to BidCo during the offer period as required under Section
4 of Appendix 4 of the Code.
Overseas Jurisdictions
The release, publication or distribution of this Announcement in
or into, jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than the United Kingdom and into
whose possession this Announcement comes should inform themselves
about, and observe, any applicable legal or regulatory
requirements. Relevant Daejan Shareholders who are in any doubt
regarding such matters should consult an appropriate independent
adviser in the relevant jurisdiction without delay. Any failure to
comply with 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.
This Announcement has been prepared for the purposes of
complying with English law and the 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 the United Kingdom.
Unless otherwise determined by BidCo or required by the Code,
and permitted by applicable law and regulation, the Offer will not
be made available directly or indirectly in, into or from a
Restricted Jurisdiction where to do so would violate the laws of
that jurisdiction. No person may vote in favour of the Offer by any
use, means, instrumentality or form, and the Offer will not be
capable of acceptance, from or within a Restricted Jurisdiction, if
to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this announcement and any
documentation relating to the Offer will not be and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction or any
jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction where to do so would violate the laws of that
jurisdiction. Doing so may render invalid any related purported
vote in respect of the Offer. If the Offer is implemented by way of
Takeover Offer (unless otherwise permitted by applicable law or
regulation), the Takeover Offer may not be made, directly or
indirectly, in or into or by use of the mails or any other means or
instrumentality (including, without limitation, facsimile, email or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted
Jurisdiction.
The Offer shall be subject to the applicable requirements of the
Code, the Panel, the London Stock Exchange and the FCA.
Notes to US Investors in Daejan
Shareholders in the United States should note that the Offer
relates to the shares of an English company and is proposed to be
made by means of a scheme of arrangement provided for under, and
governed by, English law. Neither the proxy solicitation nor the
tender offer rules under the US Securities Exchange Act of 1934, as
amended (the "US Exchange Act"), will apply to the Scheme. Moreover
the Scheme will be subject to the disclosure requirements and
practices applicable in the UK to schemes of arrangement, which
differ from the disclosure requirements of the US proxy
solicitation rules and tender offer rules. Financial information
included in any announcement made in connection with Offer and the
Scheme Document has been or will be prepared in accordance with
accounting standards applicable in the UK and may not be comparable
to financial information of US companies or companies whose
financial statements are prepared in accordance with generally
accepted accounting principles in the United States. If BidCo were
to elect to implement the Offer by means of a Takeover Offer, such
offer would be made in compliance with applicable US securities
laws and regulations, including Section 14(e) of the US Exchange
Act and Regulation 14E thereunder. Such a takeover would be made in
the United States by BidCo and no one else.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Daejan
and BidCo are located in countries other than the US and are
organised under the laws of England and Wales, and some or all of
their officers and directors may be residents of countries other
than the United States. US holders may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its directors, officers and affiliates
to subject themselves to the jurisdiction and judgment of a US
court.
The receipt of cash pursuant to the Offer by a US holder as
consideration for the transfer of its Scheme Shares pursuant to the
Scheme may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each Relevant Daejan Shareholder is
urged to consult his independent professional adviser immediately
regarding the tax consequences of the Offer applicable to him.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, BidCo and its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Daejan Shares outside of
the US, other than pursuant to the Offer, until the date on which
the Offer becomes Effective, lapses or is otherwise withdrawn.
These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices and would
comply with applicable law, including the US Exchange Act. Any
information about such purchases will be disclosed as required in
the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html
.
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(s), 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 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.
Publication of this Announcement
A copy of this Announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Daejan's website at http://www.daejanholdings.com
by no later than 12 noon (London time) on the Business Day
following this Announcement. The contents of Daejan's website are
not incorporated into and do not form part of this
Announcement.
Requesting Hard Copy Documents
If you have received this announcement in electronic form or by
it being published on Daejan's website, you may be able to obtain a
hard copy of the announcement by emailing
mark.jenner@highdorn.co.uk. You will not receive a hard copy of
this announcement unless you so request. You may also inform Daejan
that you wish all future documents, announcements and information
in relation to the Offer be sent to you in hard copy. If you have
received this Announcement in electronic form, hard copies of this
Announcement and any document or information incorporated by
reference into this document will not be provided unless such a
request is made.
[1] References to times are to London time. If any of the dates
and / or times in this expected timetable change, the revised dates
and / or times will be notified to Daejan Shareholders by
announcement through a Regulatory Information Service.
[2] If the Court Meeting is adjourned, the Voting Record Time of
the adjourned meeting will be the time and date 48 hours (excluding
non-Business Days) prior to the time and date fixed for the
adjourned meeting.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPZZGGDLZMGGZM
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