TIDMMUR
RNS Number : 7478U
Murgitroyd Group PLC
26 November 2019
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
RECOMMED CASH ACQUISITION
of
Murgitroyd Group PLC
("Murgitroyd" or the "Company")
by
Project Petra Bidco Limited
("Bidco")
a newly incorporated entity indirectly controlled by funds
managed by Sovereign Capital Partners LLP
to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006
Results of Shareholder Meetings
On 18 October 2019, the Boards of Bidco and Murgitroyd announced
that they had reached agreement on the terms of a recommended cash
offer, to be made by Bidco to acquire the entire issued and to be
issued share capital of Murgitroyd (the "Acquisition"). The
Acquisition is intended to be effected by means of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
The Company is pleased to announce that, at the Court Meeting
and the General Meeting of Murgitroyd Shareholders held earlier
today in connection with the proposed Scheme, all resolutions
proposed, details of which are set out in the notices of the Court
Meeting and the General Meeting contained in the circular to
Murgitroyd Shareholders dated 30 October 2019 (the "Scheme
Document"), were duly passed by the requisite majorities and
accordingly the Scheme was approved.
A summary of the voting results is set out below.
Voting results of the Court Meeting
The voting on the resolution to approve the Scheme was taken on
a poll and the results were as follows:
Results of the Number of Scheme % of Scheme Number of Scheme % of Scheme Number of Scheme
Court Meeting Shares voted Shares voted Shareholders who Shareholders who Shares voted as
voted voted a percentage of
issued ordinary
share capital
entitled to
vote on the
Scheme
FOR 6,322,338 93.38% 52 86.67% 70.18%
------------------ ------------------ ------------------ ------------------ -----------------
AGAINST 448,448 6.62% 8 13.33% 4.98%
------------------ ------------------ ------------------ ------------------ -----------------
TOTAL 6,770,786 100% 60 100% 75.16%
------------------ ------------------ ------------------ ------------------ -----------------
Voting results of the General Meeting
The voting on the special resolution to provide for the
implementation of the Scheme and the amendment to the Company's
articles of association was taken on a poll and the results were as
follows:
Number of Murgitroyd % of votes cast
Shares
voted
Special Resolution
FOR 6,322,426 93.38%
--------------------- ----------------
AGAINST 448,448 6.62%
--------------------- ----------------
TOTAL 6,770,874 100%
--------------------- ----------------
The voting on the ordinary resolution to provide the directors
authority to amend the rules of the Company's Option Schemes was
taken on a poll and the results were as follows:
Number of Murgitroyd % of votes cast
Shares
voted
Ordinary Resolution
FOR 5,183,396 76.58%
--------------------- ----------------
AGAINST 1,585,478 23.42%
--------------------- ----------------
TOTAL 6,768,874 100%
--------------------- ----------------
As at 25 November 2019, there were 9,009,347 ordinary shares in
issue. Votes withheld are not votes in law and so have not been
included in the calculation of the proportion of votes for and
against a resolution.
Completion of the Acquisition remains subject to the
satisfaction or, if applicable, waiver of the other Conditions set
out in the Scheme Document, and the Court sanctioning the Scheme at
the Sanction Hearing which is expected to take place on 17 December
2019.
Defined terms used but not defined in this announcement have the
meaning given to them in the Scheme Document.
Enquiries:
Murgitroyd Tel: +44 (0) 141
307 8400
Edward Murgitroyd / Keith Young
Nplus1 Singer (Financial Adviser, Joint Rule
3 Adviser and Broker to Murgitroyd) Tel: +44 (0) 207
Sandy Fraser / George Tzimas / Amanda Gray 496 3000
Deloitte (Financial Adviser and Joint Rule
3 Adviser to Murgitroyd)
Chris Nicholls / Gavin Hood / Craig Lukins Tel: +44 (0) 207
/ Roger Mayor 936 3000
Media and Investor Enquiries:
TB Cardew (Public Relations Advisers to Murgitroyd) Tel: +44 (0) 207
930 0777
Nadja Vetter
Important notices
Nplus1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as financial
adviser to Murgitroyd and for no one else in connection with the
Acquisition or any matters referred to in this Announcement and
will not be responsible to anyone other than Murgitroyd for
providing the protections afforded to its clients nor for providing
advice in relation to the Acquisition, the contents of this
Announcement or any other matters referred to in this
Announcement.
Deloitte is acting for Murgitroyd and no-one else in connection
with the Acquisition and will not be responsible to anyone other
than Murgitroyd for providing the protections offered to clients of
Deloitte or for providing advice in relation to the Acquisition.
Deloitte is authorised and regulated in the United Kingdom by the
Financial Conduct Authority in respect of regulated activities.
Deloitte can be contacted at its principal office: 1 New Street
Square, London EC4A 3HQ.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer,
invitation, inducement or the solicitation of an offer to purchase
or otherwise acquire, subscribe for, sell or otherwise dispose of
or exercise rights in respect of any securities, or the
solicitation of any vote or approval of an offer to buy securities
in any jurisdiction (pursuant to the Acquisition or otherwise) nor
shall there be any sale, issuance or transfer of any securities
pursuant to the Acquisition in any jurisdiction in contravention of
any applicable laws.
The Acquisition will be made solely by means of the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, any document by which the Takeover Offer is made),
which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Scheme and the Special Resolution proposed at the General Meeting.
Any decision, vote or other response in respect of the Acquisition
should be made only on the basis of information contained in the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, any document by which the Takeover Offer is made).
Murgitroyd will prepare the Scheme Document to be distributed to
Murgitroyd Shareholders at no cost to them. Murgitroyd Shareholders
are advised to read the formal documentation in relation to the
Acquisition carefully once it becomes available because it will
contain important information relating to the Acquisition.
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
This Announcement has been prepared for the purpose of complying
with Scots 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 the United Kingdom.
No person should construe the contents of this announcement as
legal, financial or tax advice and any interested person should
consult its own advisers in connection with such matters.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
certain jurisdictions other than the United Kingdom may be
restricted by law and the ability of Murgitroyd Shareholders who
are not resident in the United Kingdom to participate in the
Acquisition may be restricted by the laws and/or regulations of
those jurisdictions. In particular, the ability of persons who are
not resident in the United Kingdom to vote their Scheme Shares with
respect to the Scheme at the Court Meeting or with respect to the
Special Resolution at the General Meeting, or to execute and
deliver Forms of Proxy appointing another to vote at the Court
Meeting and/or General Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
Therefore, any persons who are subject to the laws and regulations
of any jurisdiction other than the United Kingdom or Murgitroyd
Shareholders who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable requirements in
their jurisdiction. To the fullest extent permitted by applicable
law, the Bidco Group and persons involved in the Acquisition
disclaim any responsibility or liability for the violation of such
restrictions by any person. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction.
The Acquisition will not be made, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws of that jurisdiction and no person may vote in favour of
the Acquisition by any use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this Announcement and any formal
documentation relating to the Acquisition 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 them in or into or from any Restricted
Jurisdiction.
The receipt of cash pursuant to the Acquisition by Murgitroyd
Shareholders in overseas jurisdictions may be a taxable transaction
under applicable national, state and local, as well as foreign and
other tax laws. Each such Murgitroyd Shareholder is urged to
consult their independent professional adviser regarding the tax
consequences of accepting the Acquisition.
Further details in relation to Murgitroyd Shareholders in
overseas jurisdictions will be contained in the Scheme
Document.
Notice to US investors
Murgitroyd Shareholders in the United States should note that
the Acquisition relates to the securities of a company organised
under the laws of Scotland and is proposed to be effected by means
of a scheme of arrangement under the Companies Act. This
Announcement, the Scheme Document and certain other documents
relating to the Acquisition have been or will be prepared in
accordance with Scots law, the Code and UK disclosure requirements,
format and style applicable to a scheme of arrangement, all of
which differ from those in the United States. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements of and practices applicable in the United
Kingdom under the Code to schemes of arrangement, which differ from
the disclosure requirements of the United States tender offer and
proxy solicitation rules. However, Bidco reserves the right to
implement the Acquisition by means of a Takeover Offer for the
entire issued share capital of Murgitroyd as an alternative to a
scheme of arrangement.
The information contained in this document has neither been
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon the fairness or merits of the proposal contained in this
document or determined the adequacy or accuracy of the information
contained herein. Any representation to the contrary is a criminal
offence in the United States.
Murgitroyd's financial statements, and all financial information
that is included in this Announcement or that may be included in
the Scheme Document, or any other documents relating to the
Acquisition, have been prepared in accordance with International
Financial Reporting Standards and may not be comparable to
financial statements of companies in the United States or other
companies whose financial statements are prepared in accordance
with US generally accepted accounting principles. US generally
accepted principals differ in certain respects from International
Financial Reporting Standards. None of the financial information in
this document has been audited in accordance with the auditing
standards generally accepted in the US or the auditing standards of
the Public Company Accounting Oversight Board of the US.
If Bidco were to elect to implement the Acquisition by means of
a Takeover Offer, such Takeover Offer would be made in compliance
with applicable US securities laws and regulations, including to
the extent applicable, Section 14(e) of the US Exchange Act and
Regulation 14E thereunder, and in accordance with the Code. Such a
Takeover Offer would be made in the United States by Bidco and no
one else. Accordingly, the Acquisition would 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.
The receipt of cash pursuant to the Acquisition by a Murgitroyd
Shareholder in the United States as consideration for the transfer
of its Murgitroyd Shares pursuant to the Scheme will likely be a
taxable transaction for United States federal income tax purposes
and under any applicable United States state and local income tax
laws. Each Murgitroyd Shareholder in the United States is urged to
consult his independent professional tax or legal adviser
immediately regarding the US federal, state and local income and
non-income tax consequences of the Acquisition applicable to him as
well as any consequences arising under the laws of any other taxing
jurisdiction.
It may be difficult for Murgitroyd Shareholders in the United
States to enforce their rights and claims arising out of the US
federal securities laws, since Bidco and Murgitroyd are located in
a country other than the US, and some or all of their officers and
directors are residents of countries other than the US. Murgitroyd
Shareholders in the United States 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 affiliates to subject themselves to
a US court's judgement.
In accordance with normal UK practice and consistent with Rule
14e-5(b) under the US Exchange Act, Bidco, certain affiliated
companies and their nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in
Murgitroyd outside such a Takeover Offer during the period in which
such a Takeover Offer would remain open for acceptance. If such
purchases or arrangements to purchase were to be made, they would
occur outside the US either in the open market at prevailing prices
or in private transactions at negotiated prices and would comply
with applicable law, including to the extent applicable, the US
Exchange Act and the Code. Any information about such purchases or
arrangements to purchase will be disclosed as required in the
United Kingdom, will be reported to a Regulatory Information
Service of the London Stock Exchange and will be available on the
London Stock Exchange website at www.londonstockexchange.com. This
information will be publicly disclosed in the US to the extent that
such information is made public in the UK.
Disclosure requirements of the Code
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) of the Code applies must be made by no
later than 3:30 p.m. (London time) on the 10(th) Business Day
following the commencement of the Offer Period and, if appropriate,
by no later than 3:30 p.m. (London time) on the 10(th) 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 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code 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 normally be deemed to be a
single person for the purpose of Rule 8.3 of the Code.
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 of
the Code).
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 +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 and availability of hard copies
A copy of this Announcement and the display documents required
to be published pursuant to Rules 26.1 and 26.2 of the Code will be
made available free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on
Murgitroyd's website at www.murgitroydgroup.com by no later than 12
noon (London time) on the Business Day following this Announcement.
Neither the content of any website referred to in this Announcement
nor the content of any website accessible from hyperlinks is
incorporated into, or forms part of, this Announcement.
Any person who is required to be sent a copy of this
Announcement under the Code, and who has not received a hard copy
of it, may request a hard copy of this Announcement (and any
information incorporated by reference in this Announcement) by
submitting a request by telephone to Link Asset Services on +44
(0)37 1664 0321 during normal business hours. Please note that Link
Asset Services cannot provide any financial, legal or tax advice
and calls may be recorded and monitored for security and training
purposes.
Save as otherwise referred to above, a hard copy of this
Announcement will not be sent unless requested. Any such person may
also request that all future documents, announcements and
information in relation to the Acquisition should be sent to them
in hard copy form.
Relevant securities in issue
In accordance with Rule 2.9 of the Code, Murgitroyd confirms
that, as at the Last Practicable Date, its current issued share
capital comprises 9,009,347 ordinary shares of 10 pence each.
Murgitroyd does not hold any Murgitroyd Shares in treasury. The
International Securities Identification Number for Murgitroyd
Shares is GB0031067456.
Electronic communications
Please be aware that all addresses, electronic addresses (if
any) and certain other information provided by the Murgitroyd
Shareholders, persons with information rights and other relevant
persons for the receipt of communications from Murgitroyd may be
provided to offerors (including Bidco) during the Offer Period as
required under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c) of the Code.
General
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
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
ROMCKADPPBDDCDB
(END) Dow Jones Newswires
November 26, 2019 11:04 ET (16:04 GMT)
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