TIDMDVW TIDMSVT
RNS Number : 6716W
Dee Valley Group PLC
13 February 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR 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
This announcement contains inside information
13 FEBRUARY 2017
RECOMMED ACQUISITION
of
DEE VALLEY GROUP PLC
by
SEVERN TRENT WATER LIMITED
Background
At the Scheme Court Hearing, held on Wednesday 8 February 2017,
the Court sanctioned the Scheme to effect the Revised Severn Trent
Acquisition. On Friday 10 February 2017, an application to appeal
was made to the Court by seven shareholders of Dee Valley opposing
the judgement to sanction the Scheme. At that hearing, the Court
granted the opposing shareholders leave to appeal and stayed the
delivery of the Order sanctioning the Scheme to the Registrar of
Companies pending the outcome of any appeal.
No appeal
The opposing shareholders have confirmed to the Company that no
appeal will be made.
Accordingly, Dee Valley now intends to implement the Scheme as
soon as possible and will make a further announcement as to the
anticipated timetable in due course. It is expected that the Scheme
will become effective this week.
The Dee Valley Board continues to recommend the Scheme to the
Dee Valley Shareholders and Dee Valley Shareholders should continue
to take no action in respect of the Ancala offer and should not
sell their shares to Ancala.
Capitalised terms used and not defined in this announcement have
the meanings given to them in the circular relating to the Scheme
dated 2 December 2016.
Enquiries:
Dee Valley
Ian Plenderleith, Chief Executive +44(0)1978 846946
Investec (Financial Adviser to Dee Valley) +44(0)20 7597
Jeremy Ellis/George Price/Jonathan Wynn 4000
Tavistock (Financial Public Relations Adviser
to Dee Valley)
Matt Ridsdale/Simon Hudson/Mike Bartlett/Sophie +44(0)20 7920
Praill 3150
Important notice relating to financial advisers
Investec, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting as
exclusive financial adviser to Dee Valley and no one else in
connection with the Revised Severn Trent Acquisition. In connection
with such matters, Investec, its affiliates and their respective
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other
person for providing the protections afforded to their clients or
for providing advice in relation to the Revised Severn Trent
Acquisition, the contents of this Announcement or any other matter
referred to herein.
Further information
This Announcement is not intended to, and does not, constitute
or form part of any 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 Revised
Severn Trent Acquisition or otherwise. The Revised Severn Trent
Acquisition has been made solely by means of the Severn Trent
Acquisition Document, which also contains the full terms and
conditions of the Contractual Offer, including details of how the
Contractual Offer may be accepted. Any response to the proposed
Revised Severn Trent Acquisition should be made only on the basis
of information contained in the Severn Trent Acquisition Document.
Holders of Voting Ordinary Shares and Non-Voting Ordinary Shares in
Dee Valley ("Dee Valley Shareholders") are advised to read the
formal documentation in relation to the Revised Severn Trent
Acquisition carefully.
This Announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange
and the Takeover 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 and regulations of
any jurisdiction outside the United Kingdom.
Overseas jurisdictions
The distribution of this Announcement in jurisdictions other
than the United Kingdom and the ability of the Ordinary
Shareholders who are not resident in the United Kingdom to
participate in the Revised Severn Trent Acquisition may be affected
by the laws of relevant jurisdictions. Therefore any persons who
are subject to the laws of any jurisdiction other than the United
Kingdom or Ordinary Shareholders who are not resident in the United
Kingdom will need to inform themselves about, and observe, any
applicable legal or regulatory requirements. Any failure to comply
with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. Further details in
relation to Overseas Shareholders will be contained in the Severn
Trent Acquisition Document.
The offers by Severn Trent Water for the Ordinary Shares are not
being, and will not be, made available, directly or indirectly, in
or into or by the use of the mails of, or by any other means or
instrumentality of interstate or foreign commerce of, or any
facility of a national state or other securities exchange of, any
Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents
relating to the Revised Severn Trent Acquisition are not being, and
must not be, directly or indirectly, mailed, transmitted or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction and persons receiving this Announcement
(including, without limitation, agents, nominees, custodians and
trustees) must not distribute, send or mail it in, into or from
such jurisdiction. Any person (including, without limitation, any
agent, nominee, custodian or trustee) who has a contractual or
legal obligation, or may otherwise intend, to forward this
Announcement and/or the Severn Trent Acquisition Document and/or
any other related document to a jurisdiction outside the United
Kingdom should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdiction.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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 on website
A copy of this Announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Dee Valley Water's website at
www.deevalleywater.co.uk by no later than 12 noon (London time) on
the Business Day following the date of this Announcement. For the
avoidance of doubt the content of that website is not incorporated
into, and does not form part of, this Announcement.
Dee Valley Shareholders may request a hard copy of this
Announcement by contacting Tracy Bragg, Head of Legal and
Regulation, during business hours on +44 (0)1978 833213 or by
submitting a request in writing to Tracy Bragg, Head of Legal and
Regulation at Dee Valley, Packsaddle, Wrexham Road, Rhostyllen,
Wrexham, LL14 4EH. Dee Valley Shareholders may also request that
all future documents, announcements and information to be sent to
them in relation to the Revised Severn Trent Acquisition should be
in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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February 13, 2017 02:00 ET (07:00 GMT)
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