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
THIS ANNOUNCEMENT IS DEEMED BY PI INDUSTRIES LTD AND PLANT
HEALTH CARE PLC TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION NO 596/2014 (INCORPORATED INTO UK LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED BY
VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019).
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN
FOR
IMMEDIATE RELEASE
26 June 2024
RECOMMENDED CASH
ACQUISITION
of
PLANT HEALTH CARE
PLC
by
PI INDUSTRIES
LTD.
to be effected by means of a
Scheme of Arrangement
under Part 26 of the
Companies Act 2006
Summary
· The board of
directors of PI Industries Ltd. ("PI" or, in respect of this
Announcement, "Bidco"), and
the board of directors of Plant Health Care plc ("PHC") are pleased to announce that they
have reached agreement on the terms of a recommended cash offer to
be made by Bidco for the entire issued and to be issued share
capital of PHC (the "Acquisition").
· Under
the terms of the Acquisition, each PHC Shareholder will be entitled
to receive:
o 9.0 pence in cash for each
PHC Share held
· The
Acquisition values the entire issued and to be issued ordinary
share capital of PHC at approximately £32.8 million and represents
a premium of approximately:
o 57.2
per cent. to the Closing Price of 5.7 pence per PHC Share on 25
June 2024 (being the last Business Day prior to the Announcement
Date (the "Last Practicable
Date"));
o 94.6
per cent. to 4.6 pence, being the three-month Volume Weighted
Average Price to the Last Practicable Date; and
o 111.8 per cent. to 4.3 pence, being the six-month Volume
Weighted Average Price to the Last Practicable Date.
· PI
intends to incorporate a new company as offeror prior to the
publication of the Scheme Document. Any such entity will be a
private limited company incorporated in Dubai and will be a wholly
owned direct subsidiary of PI. Further details in relation to a new
offeror, if incorporated, will be contained in the Scheme Document.
PI will guarantee all obligations of any newly incorporated offeror
with regards to that offeror's performance of its obligations under
the Takeover Code.
· The cash
consideration payable to the PHC Shareholders under the terms of
the Acquisition will be funded from the existing cash resources of
the Wider PI Group.
Background to and reasons for the
Acquisition
· PI has held a
leading position in the agricultural inputs industry for over 60
years and benefits from its presence across the complete value
chain from product innovation to process development, and
large-scale manufacturing to distribution. It has a strong legacy
of market-leading brands that bring value-added offerings to
millions of farmers and retailers in India and has a number of
global partnerships in the agricultural inputs market.
· PHC is a
leading peptide company in the agricultural industry, with
innovative technology and enhanced manufacturing capabilities. PI
acknowledges PHC's expertise in molecular biology, strain
engineering, protein and peptide design, engineering optimisation
through fermentation, bioactivity assay, and analytical
capabilities. The Acquisition of PHC will enable PI to offer a
balanced portfolio of chemical and biological solutions.
· The Board of PI
believes the Acquisition represents an attractive opportunity to
scale up PHC's existing portfolio of novel biocontrol and
biostimulant products and pipeline. It believes that the commercial
scale-up of PHC's products can be expedited by leveraging PI's
ability to scale the commercialisation process through utilising
its complementary technologies, expertise and infrastructure. PI
would also be able to provide the required financial investment to
alleviate PHC's financial requirements alongside the benefit of its
decades of experience to allow PHC's product portfolio to scale and
commercialise fully.
·
PI is continuously working on
emerging and innovative technologies. The Board of PI believes that
its world-class agri-sciences research and manufacturing
capabilities, significant market reach in the large agricultural
input market, and global partnerships, can be leveraged to enhance
PHC's existing business.
· PHC
operates in regions such as Brazil and the USA, which are key
growth geographies for PI. PHC's operations will also benefit from
PI's existing presence in India, therefore providing a
comprehensive geographic footprint to serve global markets
better.
· PI's strategy
focuses on delivering innovative, differentiated, proprietary
technologies, whilst solving growers' needs for high-performing
pest control solutions to enhance farm productivity. The Board of
PI believes that the Acquisition will enable it to enhance its
proposition as one of the leading agricultural input innovators and
providers of integrated solutions to growers.
· The Acquisition will represent the first step in PI's broader
strategy to strengthen its biological portfolio through acquiring
early-stage, innovative technology platforms and investing in the
integration and scaling of business operations. PI aims to build a
robust pipeline of advanced agricultural solutions through
continued M&A activities, focusing on complementary bolt-ons
that enhance and diversify its offerings.
Recommendation
· The PHC
Directors, who have been so advised by Cavendish as to the
financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing advice to the
PHC Directors, Cavendish has taken into account the commercial
assessments of the PHC Directors. Cavendish is providing
independent financial advice to the PHC Directors for the purposes
of Rule 3 of the Code.
Accordingly, the PHC Directors intend to recommend unanimously
that Scheme Shareholders vote (or procure the voting) in favour of
the Scheme at the Court Meeting and that PHC Shareholders vote (or
procure the voting) in favour of the Resolutions at the General
Meeting (or, if Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept, or procure the
acceptance of, such Takeover Offer), as each PHC Director holding
PHC Shares (in a personal capacity or through members of their
immediate families, related trusts or their nominee or nominees)
has irrevocably undertaken to do in respect of their own beneficial
holdings, amounting, in aggregate, to 9,661,995 PHC Shares
(representing, in aggregate, approximately 2.83 per cent. of the
PHC Shares in issue as at the close of business
on the Last Practicable Date).
PHC Shareholder support:
Irrevocable undertakings and letter of intent
· In addition to the
irrevocable undertakings from the PHC Directors referred to above,
Bidco has also received irrevocable undertakings to vote (or
procure the voting) in favour of the Scheme at the Court Meeting
and Resolutions at the General Meeting (or, if Bidco exercises its
right to implement the Acquisition by way of a Takeover Offer, to
accept, or procure the acceptance of, such Takeover Offer)
from Ospraie Ag Science LLC, Scobie
Dickinson Ward and George Matelich in respect of
118,822,667 PHC Shares
(representing, in aggregate, approximately 34.79 per cent. of the PHC Shares in
issue on the Last Practicable Date).
· In addition to the
irrevocable undertakings from the PHC Directors and the irrevocable
undertakings referred to above, Bidco has received a letter of
intent to vote (or procure the voting) in favour of the Scheme at
the Court Meeting and the Resolution(s) at the General Meeting (or,
if Bidco exercises its right to implement the Acquisition by way of
Takeover Offer, to accept or procure the acceptance of, such
Takeover Offer) from Lombard Odier Asset Management (Europe)
Limited, acting in its capacity as discretionary investment manager
or sub-adviser for and on behalf of certain funds and accounts
managed by it and/or as agent of Lombard Odier Asset Management
(USA) Corp acting in its capacity as discretionary investment
manager for and on behalf of certain and accounts managed by it, in
respect of 13,638,055 PHC Shares (representing, in aggregate,
approximately 3.99 per cent. of the PHC Shares in issue on the Last
Practicable Date).
· In total therefore,
Bidco has received irrevocable undertakings and a letter of intent
with respect to 142,122,717 PHC Shares (representing, in aggregate,
approximately 41.61 per cent. of the PHC Shares in issue as at the
close of business on the Last Practicable Date).
· Full
details of the irrevocable undertakings and letter of intent
received by Bidco are set out in Appendix III to this
Announcement.
Information on PHC
· PHC
(AIM: PHC) is a leading provider of novel patent-protected
biological products to global agriculture markets, admitted to
trading on AIM.
· PHC's
core patented products act as "vaccines for plants" making plants
healthier, better able to resist disease and stress, thereby
improving crop yield and quality.
· PHC was
founded in 1994 in the United States with the aim to become the
leading provider of biological alternatives to synthetic chemical
products for plants and soil and has been admitted to trading on
AIM since 2004.
· PHC's products
support sustainable food production by using environmentally
sustainable products to enable farmers to produce more from less
land, whilst protecting soils and biodiversity and reducing
reliance on chemical fertilisers.
·
PHC currently offers three
products, Harpinαβ, a recombinant protein which acts as a powerful
biostimulant promoting the yield and quality of crops, PHC279, a
novel harpin derived peptide that amplifies a plant's natural
defence against a range of diseases, and PHC949, a novel harpin
derived peptide used to control damaging soil nematodes.
· PHC currently
distributes its products through its worldwide partners based in
the USA, Brazil, Argentina, Chile, the UK, China, and mainland
Europe and Mexico.
Information on PI
·
PI (NSE: PIIND, BSE: 523642) is a
leading agrisciences company, manufacturing and distributing a
variety of crop inputs and other fine chemicals for a customer base
across Asia, the Americas, Africa and Europe.
· Headquartered in Gurugram, India, PI was founded in 1946 and
exports to over 30 countries, operating out of four global offices.
It is listed on the National Stock Exchange of India and the Bombay
Stock Exchange.
· PI's
business model operates on three core pillars; Research and
Development (R&D), Custom Synthesis and Manufacturing, and
Marketing & Distribution. It has a track record of identifying
emerging and innovative opportunities within the agrichemical space
and committing investment into them. PI has also forayed into the
pharmaceutical CDMO business through its wholly owned subsidiary by
acquisition of two entities in the year 2023.
· PI offers
R&D services such as target discovery, molecule design, library
synthesis, lead optimization, biological evaluation and route
synthesis. PI's Custom Synthesis and Manufacturing capabilities
help develop, scale up and manufacture identified emerging
opportunities alongside their Distribution Services which assist
companies with evaluation and trials as well as marketing and
distribution through their global platform.
· PI is committed to delivering innovative and integrated
solutions to its customers while integrating Environmental, Social
and Governance (ESG) practices into the business strategy for
sustainable value creation and building a healthier
plant.
General
·
If any dividend and/or
distribution and/or other return of capital or value is authorised,
announced, declared, made or paid or becomes payable in respect of
the PHC Shares on or after the Announcement Date and with a record
date prior to the Effective Date, Bidco reserves the right to
reduce the consideration payable under the Acquisition in respect
of each PHC Share by the aggregate amount of all or part of any
such dividend and/or other distribution and/or other return of
capital or value. If Bidco exercises its right or makes such a
reduction in respect of a dividend and/or other distribution and/or
other return of capital or value, PHC Shareholders will be entitled
to receive and retain such dividend and/or other distribution
and/or other return of capital or value.
·
It is intended that the
Acquisition will be implemented by way of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act (although Bidco
reserves the right to effect the Acquisition by way of a Takeover
Offer, with the consent of the Takeover Panel). The purpose of the
Scheme is to provide for Bidco to become the owner of the whole of
the issued and to be issued ordinary share capital of
PHC.
· The
Acquisition is subject to the Conditions and certain further terms
set out in Appendix I and to the full terms and conditions which
will be set out in the Scheme Document. The Conditions
include:
o the
approval by a majority in number of Scheme Shareholders present,
entitled to vote and voting at the Court Meeting, either in person
or by proxy, representing at least 75 per cent. in value of the
Scheme Shares voted;
o the
approval of the Resolutions by the requisite majority or majorities
of PHC Shareholders at the General Meeting;
o the
sanction of the Scheme by the Court; and
o the
Scheme becoming Effective by no later than the Long Stop
Date.
· It is
expected that the Scheme Document, containing further information
about the Acquisition and notices of the Court Meeting and General
Meeting, together with associated Forms of Proxy, will be published
within 28 days of this Announcement (or such later time as may be
agreed by the Takeover Panel) and the Court Meeting and the General
Meeting are each expected to be held as soon as possible
thereafter, giving the required notice for such meetings. The
Scheme Document will be made available by PHC at
https://www.planthealthcare.com/ , subject to certain restrictions
to persons in Restricted Jurisdictions.
·
The Scheme is currently
expected to become Effective during Q3 2024, subject to the
satisfaction or (where applicable) waiver of the Conditions. An
expected timetable of key events relating to the Acquisition will
be provided in the Scheme Document.
Commenting on the Acquisition, Mayank Singhal, Vice Chairman
and Managing Director of PI, said:
"We are very pleased to join forces with Plant Health Care,
whose technology solutions perfectly align with our vision for the
future of agriculture. This investment underscores our confidence
in their technology platform and by joining forces, we can amplify
our collective impact and bring groundbreaking solutions to farmers
worldwide."
Commenting on the Acquisition, Rajnish Sarna,
Joint Managing Director of PI, said:
"Acquisition of Plant Health Care is a strategic move to
expand our portfolio in the agri-tech sector. We believe synergies
between our organisations will unlock substantial value and
accelerate growth. Together, we will drive significant advancements
in sustainable agriculture."
Commenting on the Acquisition, Chris Richards, Chairman of
PHC, said:
"In discussion with PI over the last few months, it has become
clear that PI has the heft, the capability and the determination to
underpin the next phase of growth of Plant Health Care's exciting
journey. The offer price represents a significant premium to the
current share price and allows Shareholders to realise immediate
and attractive value for their shareholding."
Commenting on the Acquisition, Jeff Tweedy, Chief Executive
Officer of PHC, said:
"Plant Health Care has exceptional technology and is building
a strong commercial capability around the world. The additional
investment from PI will enable the company to accelerate the
development of the company. The management team looks forward to
working with PI to make this a reality."
This summary should be read in conjunction with, and is
subject to, the full text of this Announcement and its Appendices.
In particular, the Acquisition is subject to the Conditions and
certain further terms set out in Appendix I and to the full terms
and conditions which will be set out in the Scheme Document.
Appendix II contains details of sources of information and bases of
calculation contained in this Announcement. Appendix III contains
certain details relating to the irrevocable undertakings and letter
of intent referred to in this Announcement. Appendix IV contains
definitions of certain terms used in this
Announcement.
Enquiries:
PI
Industries Ltd
Rajnish Sarna, Joint Managing
Director
|
Tel: +91 124 6790000
|
Zeus (financial adviser to PI)
Nick Cowles
James Edis
Louisa Waddell
|
Tel: +44 20 3829
5000
|
Plant Health Care plc
Jeff Tweedy, CEO
|
Tel: +1 919 926 1600
|
Cavendish (Rule 3 adviser, financial adviser, nominated
adviser and corporate broker to PHC)
Neil McDonald
Pete Lynch
|
Tel: +44 131 220
6939
|
Shoosmiths LLP is retained as legal
adviser to PI.
DWF Law LLP is retained as legal
adviser to PHC.
Important
Notices
Zeus Capital Limited ("Zeus"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for PI as financial adviser and no one else in connection with the
matters referred to in this Announcement and will not be
responsible to anyone other than PI for providing the protections
afforded to clients of Zeus, or for providing advice in relation to
the matters referred to in this Announcement. Neither Zeus nor any
of its 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 Zeus in connection with the matters referred to in
this Announcement, any statement contained herein or
otherwise.
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as Rule 3
adviser, joint financial adviser, nominated adviser and joint
corporate broker to PHC and no one else in connection with the
matters referred to in this Announcement and will not regard any
other person as its client in relation to such matters referred to
in this Announcement and will not be responsible to anyone other
than PHC for providing the protections afforded to clients of
Cavendish, nor for providing advice in relation to any matter
referred to in this Announcement. Neither Cavendish nor any of its
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 Cavendish in connection with the matters referred to in this
Announcement, any statement contained herein or
otherwise.
Further
Information
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 subscribe for or any invitation 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 implemented solely through
and on the terms set out in the Scheme Document and the
accompanying Forms of Proxy (or, in the event that the Acquisition
is to be implemented by means of a Takeover Offer, the Offer
Document and acceptance), which will contain the full terms and
conditions of the Acquisition and the Scheme, including details of
how to vote in respect of, or to accept, the Acquisition and/or the
Scheme. Any approval, decision or other response to the Acquisition
should be made only on the basis of the information in the Scheme
Document (or if the Acquisition is implemented by way of a Takeover
Offer, the Offer Document). PHC Shareholders are strongly advised
to read the formal documentation in relation to the Acquisition and
the Scheme carefully once it has been despatched as it will contain
important information relating to the Acquisition and the
Scheme.
This Announcement does not constitute a prospectus or a
prospectus exempted document.
The statements contained in this Announcement are made as at
the Announcement Date, unless some other time is specified in
relation to them, and the publication of this Announcement shall
not give rise to any implication that there has been no change in
the facts set forth in this Announcement since such
date.
Overseas
Shareholders
This Announcement has been prepared for the purpose of
complying with English law, the AIM Rules, the Code and the Market
Abuse Regulation 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.
The release, publication or distribution of this Announcement
in certain jurisdictions other than the United Kingdom may be
restricted by law and/or regulations and such laws and/or
regulations may affect the availability of the Acquisition to
persons who are not resident in the United
Kingdom. Persons who are not resident in the United
Kingdom, or who are subject to laws of any jurisdiction other than
the United Kingdom, should inform themselves about, and observe,
any applicable requirements. Any failure to comply with the applicable
legal or regulatory requirements may constitute a violation of the
laws and/or regulations of any such jurisdiction.
To the fullest extent permitted
by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
Any person (including, without limitation, nominees, trustees
and custodians) who would, or otherwise intends to, forward this
Announcement, the Scheme Document or any accompanying document(s)
to any jurisdiction outside the United Kingdom should refrain from
doing so and seek appropriate professional advice before taking any
action. In particular, the ability of persons who are
not resident in the United Kingdom to vote their PHC Shares at the
Court Meeting and/or the General Meeting, or to execute and deliver
Forms of Proxy appointing another to vote their PHC Shares in
respect of the Court Meeting and/or the General Meeting on their
behalf, may be affected by the laws of the relevant jurisdiction in
which they are located. The Acquisition will be subject to the
applicable requirements of the Code, the Takeover Panel, the London
Stock Exchange (including the AIM Rules) and the
FCA.
Unless otherwise determined by PI or required by the Code, and
permitted by applicable law and regulation, the Acquisition will
not be made, directly or indirectly, in or into or by use of the
mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign
commerce of, or any facility of a national, state or other
securities exchange of, a Restricted Jurisdiction where to do so
would constitute a violation of the relevant laws or regulations of
such jurisdiction, and no person may vote in favour of the
Acquisition, and the Acquisition will not be capable of acceptance,
by any such use, means, instrumentality or facility or from within
a Restricted Jurisdiction.
Accordingly, copies of this
Announcement and formal documentation relating to the Acquisition
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded or distributed in, into or from a Restricted
Jurisdiction and persons receiving this Announcement (including
custodians, nominees and trustees) must not distribute or send it
into or from a Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect
of the Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover 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
Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.
In
the event that the Acquisition is implemented by way of a Takeover
Offer and extended into the US, PI will do so in satisfaction of
the procedural and filing requirements of the US securities laws at
that time, to the extent applicable thereto. Neither the US
Securities and Exchange Commission, nor any securities commission
of any state of the US, has approved or disapproved any offer, or
passed comment upon the adequacy or completeness of any of the
information contained in this Announcement. Any representation to
the contrary may be a criminal offence.
The Acquisition relates to the shares of a company
incorporated in England and it is proposed to be made by means of a
scheme of arrangement provided for under English law. A transaction
effected by means of a scheme of arrangement is not subject to the
shareholder vote, proxy solicitation and tender offer rules under
the US Exchange Act. Accordingly, 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 and practices of US shareholder vote, proxy
solicitation and tender offer rules.
If
PI were to elect to implement the Acquisition by means of a
Takeover Offer, such Takeover Offer shall be made in compliance
with all applicable laws and regulations, including
section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such Takeover Offer would be made in the US
by Bidco and no one else.
In
addition to any such Takeover Offer, PI, certain affiliated
companies and the nominees or brokers (acting as agents) of PI
and/or such affiliated companies may make certain purchases of, or
arrangements to purchase, PHC Shares outside such Takeover Offer
during the period in which such Takeover Offer would remain open
for acceptance. If such purchases or arrangements to purchase
are made, they would be made outside the United States in
compliance with applicable law, including the US Exchange
Act.
The receipt of cash consideration by a PHC Shareholder for the
transfer of their PHC Shares pursuant to the Scheme will be a
taxable transaction for United States federal income tax purposes
and under applicable US state and local, as well as overseas and
other, tax laws. In certain circumstances, PHC Shareholders that
are not US persons and that receive cash consideration pursuant to
the Scheme may be subject to US withholding tax. Each PHC
Shareholder is urged to consult an independent professional adviser
regarding the applicable tax consequences of the Acquisition,
including under applicable United States, state and local, as well
as overseas and other tax laws.
Financial information relating to PHC included in this
Announcement and to be included in the Scheme Document has been or
will have been prepared in accordance with accounting standards
applicable in the United Kingdom and may not be comparable to the
financial statements of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the
United Kingdom.
It
may be difficult for a US-based investor to enforce their rights
and any claim they may have arising under US securities laws, since
the Scheme relates to the shares of a company incorporated under
the laws of, and located in, the United Kingdom, and some or all of
its officers and directors may be residents of non-US
jurisdictions. A US-based investor may not be able to sue a company
located in the United Kingdom, or its officers or directors, in a
foreign court for alleged violations of US securities laws, and it
may be difficult to compel a foreign company and its affiliates to
subject themselves to a US court's judgment. In accordance with
normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange
Act, PI, certain affiliated companies and their nominees or brokers
(acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, PHC Shares outside of the US,
other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. Also, in accordance with Rule 14e-5(b) of the US
Exchange Act, each of Zeus and Cavendish will continue to act as an
exempt principal trader in PHC Shares on the London Stock Exchange.
If such purchases or arrangements to purchase were to be made, they
would occur either in the open market at prevailing prices or in
private transactions at negotiated prices and 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 the Regulatory News Service of the London Stock
Exchange and will be available on the London Stock Exchange website
at www.londonstockexchange.com.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.
Forward-looking
statements
This Announcement may contain certain "forward-looking
statements" with respect to PHC and PI. These forward-looking
statements can be identified by the fact that they do not relate to
historical or current facts. Forward-looking statements are based
on current expectations and projections about future events and are
therefore subject to known and unknown risks and uncertainties
which could cause actual results, performance or events to differ
materially from the future results, performance or events expressed
or implied by the forward-looking statements. Forward-looking
statements often, but not always, use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
or terms of similar meaning or the negative thereof.
Forward-looking statements include, but are not limited to,
statements relating to the following: (a) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (b) business and management strategies
of PI and/or PHC and the expansion and growth of PHC; (c) any
potential synergies resulting from the Acquisition; and (d) the
expected timing and scope of the Acquisition. Such statements are
qualified in their entirety by the inherent risks and uncertainties
surrounding future expectations.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance and/or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. None of
PI or PHC, nor any of their respective associates, directors,
officers, employees or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this Announcement
will actually occur. You are cautioned not to place undue reliance
on such forward-looking statements, which speak only as of this
Announcement. All subsequent oral or written forward-looking
statements attributable to PI or PHC or any person acting on their
behalf are expressly qualified in their entirety by the cautionary
statements above. Should one or more of these risks or
uncertainties materialise, or should underlying assumptions prove
incorrect, actual results may vary materially from those described
in this Announcement. PI and PHC assume no obligation to update
publicly or revise forward-looking or other statements contained in
this Announcement, whether as a result of new information, future
events or otherwise, except to the extent legally
required.
There are a number of factors which could cause actual results
and developments to differ materially from those expressed or
implied in forward-looking statements. The factors that could cause
actual results to differ materially from those described in the
forward-looking statements include, but are not limited to: the
ability to complete the Acquisition; the ability to obtain
requisite regulatory and shareholder approvals and the satisfaction
of other Conditions on the proposed terms; changes in the global,
political, economic, business and competitive environments and in
market and regulatory forces; changes in future exchange and
interest rates; changes in tax rates; future business combinations
or dispositions; changes in general and economic business
conditions; changes in the behaviour of other market participants;
the anticipated benefits of the Acquisition not being realised as a
result of changes in general economic and market conditions in the
countries in which PI and PHC operate; weak, volatile or illiquid
capital and/or credit markets; changes in the degree of competition
in the geographic and business areas in which PI and PHC operate;
and changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results
to differ materially from those expected, estimated or projected in
the forward-looking statements. If any one or more of these risks
or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such
factors.
No
forward-looking or other statements have been reviewed by the
auditors of PI or any company in the Wider PI Group or the Wider
PHC Group. All subsequent oral or written forward-looking
statements attributable to PI, any company in the Wider PI Group,
PHC, or any company in the Wider PHC Group or to any of their
respective associates, directors, officers, employees or advisers
or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements
above.
No profit forecasts or
estimates
Save as expressly set out herein, no statement in this
Announcement is intended as a profit forecast or profit estimate
for PI or PHC in respect of any period and no statement in this
Announcement should be interpreted to mean that cash flow from
operations, earnings or earnings per PHC Share or income for PHC
for the current or future financial years would necessarily match
or exceed the historical published cash flow from operations,
earnings or earnings per PHC Share or income of
PHC.
Publication on
website
In
accordance with Rule 26.1 and 26.2 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on PHC's website at
https://www.planthealthcare.com/disclaimer
by no later than
12:00 noon on the Business Day following the Announcement Date.
Neither the contents of this website nor the content of any other
website accessible from hyperlinks on such websites is incorporated
into, or forms part of, this Announcement.
Requesting hard
copies
In
accordance with Rule 30.3 of the Code, a person so entitled may
request a hard copy of this Announcement, free of charge, by
contacting Neville Registrars Limited on 0121 585 1131 (or from
outside of the UK, on +44 (0) 121 585 1131) between 9.00 a.m. to
5.00 p.m. Monday to Friday (London time) or by submitting a request
in writing to Neville Registrars Limited, Neville House, Steelpark
Road, Halesowen, West Midlands, United Kingdom, B62 8HD). For
persons who receive a copy of this Announcement in electronic form
or via a website notification, a hard copy of this Announcement
will not be sent unless so requested. In accordance with Rule 30.3
of the Code, a person so entitled may also request that all future
documents, announcements and information to be sent to them in
relation to the Acquisition should be in hard copy
form.
Electronic communications -
information for PHC Shareholders
Please be aware that addresses, electronic addresses (if any)
and certain information provided by PHC Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from PHC may be provided to offerors (including PI)
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.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different paragraphs and/or tables
may vary slightly and figures shown as totals in certain paragraphs
and/or tables may not be an arithmetic aggregation of the figures
that precede them.
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: (a) the offeree company; and (b)
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 pm on the 10th Business Day (as defined in the
Code) following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 pm on the 10th Business Day (as
defined in the Code) 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: (a) the offeree company; and (b) 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 pm on the Business Day (as defined in the Code)
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 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 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 Takeover 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.
Rule 2.9 of the
Code
For the purposes of Rule 2.9 of the Code, PHC confirms that,
as at close of business on the Last Practicable Date, it had in
issue, and admitted to trading on the AIM Market of the London
Stock Exchange, 341,532,952 PHC Shares. No shares are held in
treasury. The ISIN for the PHC Shares is
GB00B01JC540.
General
PI
reserves the right to elect (with the consent of the Takeover
Panel, if required) to implement the Acquisition by way of a
Takeover Offer for the entire issued and to be issued ordinary
share capital of PHC not already by the Wider PI Group as an
alternative to the Scheme. In such an event, a Takeover Offer will
be implemented on substantially the same terms, so far as
applicable, as those which would apply to the
Scheme.
If
the Acquisition is effected by way of Takeover Offer, and if
sufficient acceptances of the Takeover Offer are received and/ or
sufficient PHC Shares are otherwise acquired, PI intends to apply
the provisions of the Companies Act so as to compulsorily acquire
any outstanding PHC Shares to which the Takeover Offer
relates.
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 FSMA if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent
financial adviser.
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
THIS ANNOUNCEMENT IS DEEMED BY PI INDUSTRIED LTDAND PLANT
HEALTH CARE PLC TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION NO 596/2014 (INCORPORATED INTO UK LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED BY
VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019).
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN
FOR
IMMEDIATE RELEASE
26 June 2024
RECOMMENDED CASH
ACQUISITION
of
PLANT HEALTH CARE
PLC
by
PI INDUSTRIES
LTD
to be effected by means of a
Scheme of Arrangement
under Part 26 of the
Companies Act 2006
1.
Introduction
The board of directors of PI
Industries Ltd ("PI" or, in
respect of this Announcement, "Bidco"), and the board of directors of
Plant Health Care plc ("PHC") are pleased to announce that they
have reached agreement on the terms of a recommended cash offer to
be made by Bidco for the entire issued and to be issued share
capital of PHC (the "Acquisition").
It is intended that the Acquisition
will be implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act (although Bidco
reserves the right to effect the Acquisition by way of a Takeover
Offer, with the consent of the Takeover Panel) and will be subject
to the approval of the Scheme at the Court Meeting and the
Resolutions at the General Meeting.
2.
The Acquisition
Under the terms of the Acquisition,
which will be subject to the Conditions and certain further terms
set out in Appendix I and to the full terms and conditions which
will be set out in the Scheme Document, each PHC Shareholder will
be entitled to receive:
9.0 pence in cash for each
PHC Share held
The Acquisition values the entire
issued and to be issued ordinary share capital of PHC at
approximately £32.8 million and represents a premium of
approximately:
· 57.2
per cent. to the Closing Price of 5.7 pence per PHC Share on 25
June 2024 (being the Last Practicable Date);
· 94.6
per cent. to 4.6 pence, being the three-month Volume Weighted
Average Price to the Last Practicable Date; and
· 111.8
per cent. to 4.3 pence, being the six-month Volume Weighted Average
Price to the Last Practicable Date.
3.
Dividends
If any dividend and/or distribution
and/or other return of capital or value is authorised, announced,
declared, made or paid or becomes payable in respect of the PHC
Shares on or after the Announcement Date and with a record date
prior to the Effective Date, Bidco reserves the right to reduce the
consideration payable under the Acquisition in respect of each PHC
Share by the aggregate amount of all or part of any such dividend
and/or other distribution and/or other return of capital or value.
If Bidco exercises its right or makes such a reduction in respect
of a dividend and/or other distribution and/or other return of
capital or value, PHC Shareholders will be entitled to receive and
retain such dividend and/or other distribution and/or other return
of capital or value.
4.
Background to and reasons for the
Acquisition
PI has held a leading position in
the agricultural inputs industry for over 60 years and benefits
from its presence across the complete value chain from product
innovation to process development, and large-scale manufacturing to
distribution. It has a strong legacy of market-leading brands that
bring value-added offerings to millions of farmers and retailers in
India and has a number of global partnerships in the agricultural
inputs market.
PHC is a leading peptide company in
the industry, with innovative technology and enhanced manufacturing
capabilities. PI acknowledges PHC's expertise in molecular biology,
strain engineering, protein and peptide design, engineering
optimisation through fermentation, bioactivity assay, and
analytical capabilities. The Acquisition of PHC will enable PI to
offer a balanced portfolio of chemical and biological
solutions.
The Board of PI believes the
Acquisition represents an attractive opportunity to scale up PHC's
existing portfolio of novel biocontrol and biostimulant products
and pipeline. It believes that the commercial scale-up of PHC's
products can be expedited by leveraging PI's ability to scale the
commercialisation process through utilising its complementary
technologies, expertise and infrastructure. PI would also be able
to provide the required financial investment to alleviate PHC's
financial requirements alongside the benefit of its decades of
experience to allow PHC's product portfolio to scale and
commercialise fully.
PI is continuously working on
emerging and innovative technologies. The Board of PI believes that
its world-class agri-sciences research and manufacturing
capabilities, significant market reach in the large agricultural
input market, and global partnerships, can be leveraged to enhance
PHC's existing business scale.
PHC operates in regions such as
Brazil and the USA, which are key growth geographies for PI. PHC's
operations will also benefit from PI's existing presence in India,
therefore providing a comprehensive geographic footprint to serve
global markets better.
PI's strategy focuses on delivering
innovative, differentiated, proprietary technologies, whilst
solving growers' needs for high-performing pest control solutions
to enhance farm productivity. The Board of PI believes that the
Acquisition will enable it to enhance its proposition as one of the
leading agricultural input innovators and providers of integrated
solutions to growers.
The Acquisition will represent the
first step in PI's broader strategy to strengthen its biological
portfolio through acquiring early-stage, innovative technology
platforms and investing in the integration and scaling of business
operations. PI aims to build a robust pipeline of advanced
agricultural solutions through continued M&A activities,
focusing on complementary bolt-ons that enhance and diversify its
offerings.
5.
Recommendation
The PHC Directors, who have been so
advised by Cavendish as to the financial terms of the Acquisition,
consider the terms of the Acquisition to be fair and reasonable. In
providing financial advice to the PHC Directors, Cavendish has
taken into account the commercial assessments of the PHC Directors.
Cavendish is providing independent financial advice to the PHC
Directors for the purposes of Rule 3 of the Code.
Accordingly, the PHC Directors intend unanimously to recommend
that Scheme Shareholders vote (or procure the voting) in favour of
the Scheme at the Court Meeting and that PHC Shareholders vote (or
procure the voting) in favour of the Resolutions at the General
Meeting (or, if Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept, or procure the
acceptance of, such Takeover Offer), as each PHC Director holding
PHC Shares (in a personal capacity or through members of their
immediate families, related trusts or a nominee or nominees) has
irrevocably undertaken to do in respect of their own beneficial
holdings, amounting, in aggregate, to 9,661,995
PHC Shares
(representing, in aggregate, approximately
2.83 per cent. of the PHC Shares
in issue as at the close of business on the Last Practicable
Date).
6.
Background to and reasons for the
recommendation
Since its foundation in 1994, PHC
has become a leading provider of novel patent-protected biological
products to global agriculture markets, with agreements currently
in place with six multinational and multiple regional distribution
partners in major crops. The development of the PREtec platform has
delivered a product pipeline based on an environmentally friendly
technology that aims to stimulate crop growth and the ability to
withstand a variety of biotic and abiotic stresses, leading to
increased crop yields.
PHC has evolved its commercial
business which is built on the core sales of Harpinαβ via its
global distributors. Notwithstanding the opportunities to
accelerate the market penetration of Harpinαβ and accelerate the
launch of PREtec products globally, the PHC Directors are conscious
of the need to balance the opportunities with the uncertainties and
risks that exist for a business at this stage of its
development.
PHC is subject to the challenges
facing the global agriculture market, most recently by the
unprecedented destocking by US distributors. The sector events
experienced over the course of the previous 18 months have affected
companies of all scales and stages of development and the PHC
Directors are cognisant of these risks coupled with the wider
economic impact of inflationary pressures on certain input costs of
PHC.
When considering the future
prospects of PHC and how best to capitalise on the opportunities
ahead, the PHC Directors have come to the conclusion that PHC will
require capital and resources beyond the scale of the internally
generated cash flows that PHC can deliver.
In addition, the PHC Directors
appreciate that the market for trading in the PHC Shares has become
increasingly illiquid in recent times, removing one of the key
benefits of maintaining its admission to AIM. Accordingly, the PHC
Directors believe that in the absence of an offer for PHC, there
can be no guarantee that PHC Shareholders (especially those with
significant shareholdings) will be able to sell their entire
shareholding in PHC on the market, should they wish to do so, as a
price of 9.0 pence or better, in the short to medium
term.
The PHC Directors believe that the
offer from PI of 9.0 pence per PHC Share in cash presents an
opportunity for PHC Shareholders to accelerate the crystallisation
of a certain value from their investment at an attractive premium,
de-risks the return of value and allows full liquidity of their
investment in PHC. Given the balance of opportunities and risks in
front of PHC, the PHC Directors believe that the PI offer
represents the best solution for all Shareholders and stakeholders
alike.
Coupled with this, the PHC Directors
have considered that:
· The considerable
economic turmoil over the past 18 months has had a significant
impact on the financial performance of many businesses. Whilst
benefitting from strong customer relationships and market
position, PHC has been, and continues to
be, affected by this instability and resultant sector
destocking;
· The management team
and staff of PHC are one of its key assets. The PHC Directors
believe that the motivation and incentivisation of those employees
is of fundamental importance in driving operational performance
and they believe that the PHC Shares do
not, and are unlikely to, provide sufficient incentive to key
employees;
· PHC's
trading performance and growth potential have not, in the view of
the PHC Board, been appropriately reflected in the price and
valuation of PHC Shares on AIM. In the current equity market
environment, the PHC Directors believe that the terms of the offer
by PI represent attractive value relative to the risk of ongoing
suppressed capital markets;
· The risk and
uncertainties of the current market environment, including the
prevailing geopolitical uncertainty and economic conditions, may
increase the execution risk of PHC's strategy as an independent
business;
· In light of
the valuation of PHC's Shares on AIM, raising significant capital
to enable PHC to fulfil its growth potential would likely be highly
dilutive to shareholder value; and
Based on the statements and
assurances made by PI regarding its intentions for the business (as
set out in paragraph 11 below), PI has the financial capability,
know-how and market position to enable PHC to deliver on its
opportunities and provide continuity for PHC customers, employees
and other stakeholders. Accordingly,
following careful consideration of the above factors, the PHC
Directors intend to recommend unanimously that PHC Shareholders
vote (or procure the voting) in favour of the Scheme at the Court
Meeting and the Resolutions at the General Meeting.
7.
PHC Shareholder support: Irrevocable undertakings
and letter of intent
Bidco has received irrevocable
undertakings to vote (or procure the voting) in favour of the
Scheme at the Court Meeting and the Resolutions at the General
Meeting (or, if Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept, or procure the
acceptance of, such Takeover Offer) from each PHC Director holding
PHC Shares (in a personal capacity or through members of their
immediate families, related trusts or a nominee or nominees) in
respect of their entire beneficial holdings (and the beneficial
holdings of members of their immediate families or related trusts
or their nominee(s)) of PHC Shares, amounting, in aggregate, to
9,661,995 PHC Shares (representing, in aggregate, approximately
2.83 per cent. of the PHC Shares in issue as at the close of
business on the Last Practicable Date).
In addition to the irrevocable
undertakings from the PHC Directors referred to above, Bidco has
also received irrevocable undertakings to vote (or procure the
voting) in favour of the Scheme at the Court Meeting and
Resolutions at the General Meeting (or, if Bidco exercises its
right to implement the Acquisition by way of a Takeover Offer, to
accept, or procure the acceptance of, such Takeover Offer) from
Ospraie Ag Science LLC, Scobie Dickinson Ward and George Matelich
in respect of 118,822,667 PHC Shares (representing, in aggregate,
approximately 34.79 per cent. of the PHC Shares in issue as at the
close of business on the Last Practicable Date).
In addition to the irrevocable
undertakings from the PHC Directors and the irrevocable
undertakings referred to above, Bidco has received a letter of
intent to vote (or procure the voting) in favour of the Scheme at
the Court Meeting and the Resolution(s) at the General Meeting (or,
if Bidco exercises its right to implement the Acquisition by way of
a Takeover Offer, to accept, or procure the acceptance of, such
Takeover Offer) from Lombard Odier Asset Management (Europe)
Limited, acting in its capacity as discretionary investment manager
or sub-adviser for and on behalf of certain funds and accounts
managed by it and/or as agent of Lombard Odier Asset Management
(USA) Corp acting in its capacity as discretionary investment
manager for and on behalf of certain and accounts managed by it, in
respect of 13,638,055 PHC Shares (representing, in aggregate,
approximately 3.99 per cent. of the PHC Shares in issue on the Last
Practicable Date).
In total therefore, Bidco has
received irrevocable undertakings and a letter of intent with
respect to 142,122,717 PHC Shares (representing, in aggregate,
approximately 41.61 per cent. of the PHC Shares in issue as at the
close of business on the Last Practicable Date).
Full details of the irrevocable
undertakings received by Bidco are set out in Appendix III to this
Announcement.
8.
Information on PI
PI Industries Ltd (NSE: PIIND, BSE:
523642) is a leading agrisciences company, manufacturing and
distributing a variety of Agri inputs and other fine chemicals for
a customer base across Asia, the Americas, Africa and
Europe.
Headquartered in Mumbai, India, PI
was founded in 1946 and exports to over 30 countries, operating out
of four global offices. It is listed on the National Stock Exchange
of India and the Bombay Stock Exchange.
PI's business model operates on
three core pillars: Research and Development (R&D), Custom
Synthesis and Manufacturing, and Marketing & Distribution. It
has a track record of identifying emerging and innovative
opportunities within the agrichemical space and committing
investment into them. PI has also forayed into the pharmaceutical
CDMO business through a wholly owned subsidiary which acquired two
entities in 2023.
PI offers R&D services such as
target discovery, molecule design, library synthesis, lead
optimization, biological evaluation and route synthesis. PI's
Custom Synthesis and Manufacturing capabilities help develop, scale
up and manufacture identified emerging opportunities alongside
their Distribution Services which assist companies with evaluation
and trials as well as marketing and distribution through their
global platform.
PI is committed to delivering
innovative and integrated solutions to its customers while
integrating Environmental, Social and Governance (ESG) practices
into the business strategy for sustainable value creation and
building a healthier plant.
PI intends to incorporate a new
company as offeror prior to the publication of the Scheme Document.
Any such entity will be a private limited company incorporated in
Dubai and will be a wholly owned direct subsidiary of PI. Further
details in relation to a new offeror, if incorporated, will be
contained in the Scheme Document. PI will guarantee all obligations
of any newly incorporated offeror with regards to that offeror's
performance of its obligations under the Takeover Code.
9.
Information on PHC
PHC (AIM: PHC) is a leading provider
of novel patent-protected biological products to global agriculture
markets, admitted to trading on AIM.
PHC's core patented products act as
"vaccines for plants" making plants healthier, better able to
resist disease and stress, thereby improving crop yield and
quality.
PHC was founded in 1994 in the
United States with the aim to become the leading provider of
biological alternatives to synthetic chemical products for plants
and soil and has been admitted to trading on AIM since
2004.
PHC's products support sustainable
food production by using environmentally sustainable products to
enable farmers to produce more from less land, whilst protecting
soils and biodiversity and reducing reliance on chemical
fertilisers.
PHC currently offers three products,
Harpinαβ, a recombinant protein which acts as a powerful
biostimulant promoting the yield and quality of crops, PHC279, a
novel harpin derived peptide that amplifies a plant's natural
defence against a range of diseases, and PHC949, a novel harpin
derived peptide used to control damaging soil nematodes.
PHC currently distributes its
products through its worldwide partners based in the USA, Brazil,
Argentina, Chile, the UK, China, and mainland Europe and
Mexico.
10.
PHC current trading and outlook
As of 12 June 2024, revenue was
$6.4 million, up 27% versus the same the period in 2023. Gross
margin increased 5% to 67% lead by increased sales of our
PREtec and
Harpinαβ proprietary products.
PREtec revenue increased
28% through 12 June 2024 versus the same period in 2023 due to
increased sales into the EMEAA region. Harpinαβ revenues through 15
June 2024 increased 48% versus the same period in 2023 due to the
rebound in the USA market and continued organic growth in the EMEAA
region.
PHC's cash balance as at
12 June 2024 was
$1.5million.
11.
Management, employees, research and development
and locations of PHC
Strategic
plans
As set out in paragraph 4 of this
Announcement, Bidco values PHC's technologies, especially its
success in developing novel biocontrol and biostimulant products,
and believes the Acquisition will enable PI to offer integrated
agri-solutions across both chemicals and biologicals. Furthermore,
the Acquisition will enhance the offering of the Wider PI Group and
will represent the first step in PI's broader strategy to
strengthen its biological portfolio through acquiring early-stage,
innovative technology platforms and investing in the integration
and scaling of business operations.
The Acquisition will help PI to
establish its presence in certain agri-markets such as the USA,
Brazil and Mexico, where PHC is currently operating. Bidco will
also provide PHC with greater access to new geographies, by
leveraging the Wider PI Group's presence and network of business
partners. Such expansion will include, amongst others, India, other
Asian countries and other geographies with a significant
agricultural industry.
Acknowledging the challenges that
PHC has faced over the years, PI believes it has the expertise,
capabilities, scale, network, and resources to ensure PHC's growth
aspirations are realised. It envisions that introducing PHC's
portfolio of products into the existing infrastructure of the Wider
PI Group will accelerate PHC's growth prospects, allow PHC's
business to fully scale and consolidate its position in the global
biologicals market.
Bidco would also be able to provide
the required financial investment to alleviate PHC's capital
constraints. Alongside the benefit of PI's decades of experience in
the agricultural industry, the investment Bidco intends to make in
PHC would allow PHC's management team to execute its growth
strategy.
Bidco intends that PHC will continue
to operate as a wholly-owned group of subsidiaries within the Wider
PI Group. After the Effective Date, Bidco intends to undertake a
detailed strategic review of the whole PHC business to identify
synergies and opportunities to strengthen the development and
distribution network of the Wider PHC Group, further investment
opportunities in R&D and manufacturing, and strengthening of
the support functions to help PHC achieve commercial
excellence.
Bidco intends to invest in enhancing
capabilities across various functional areas of PHC, predominantly
product development, marketing, R&D and support functions.
Bidco believes that these investments will help achieve the growth
aspirations of the PHC business.
Directors, management and
employees
Bidco values the skills, knowledge,
and expertise of PHC's existing management team and employees,
recognising their contribution to the business's achievements. It
believes that the management team has been instrumental in
developing a novel technology platform that can be
leveraged.
Bidco believes that under its
ownership, PHC's existing management and employees will benefit
from enhanced opportunities provided by the Wider PI Group, given
its broader activities and capabilities.
Bidco expects that PHC's senior
management and employees will continue to contribute to its
success. Bidco will consider further strengthening the management
and functional teams to help them deliver PHC's growth plans. Bidco
does not intend to initiate a headcount reduction exercise within
the current PHC organisation. However, it is intended that each of
the four PHC non-executive directors will resign from their office
upon the Acquisition becoming Effective.
Bidco also does not intend to make any material changes to the conditions of
employment or the balance of skills and functions amongst PHC
employees and management.
Existing employment rights
and pensions
Bidco intends that, following
completion of the Acquisition, the statutory employment rights of
all PHC employees, including with respect to pension obligations,
will be fully safeguarded in accordance with applicable
law.
Management incentivisation
arrangements
Neither Bidco nor the Wider PI Group
has entered into or discussed any form of incentivisation
arrangements with any member of PHC's management and will not have
any such discussions before the Effective Date.
Upon the Effective Date, Bidco
intends to review PHC's existing incentivisation arrangements and,
in due course, will consider putting in place appropriate
arrangements, in consultation with PHC's key management team, that
align with PHC's overall growth plan.
Research and
development
Bidco believes continued research
and development are important for PHC's long-term success and
intends to increase investment in this area following the Effective
Date to strengthen its capabilities and output.
Headquarters and fixed
assets
After the Effective Date, Bidco and
PHC's management team intend to jointly review the current fixed
asset base and the locations of PHC's R&D facility and global
headquarters. Once the review is complete, Bidco intends to make
the necessary changes to improve the operational efficiencies of
the assets, which may result in the relocation or redeployment of
the identified assets. Bidco, however, intends to keep PHC's
R&D function and global headquarters based in the US and does
not intend to relocate any fixed asset outside of its current
country of operation. To the extent changes are made, Bidco intends
to retain any employees that would be impacted.
Bidco understands that PHC
management are also considering developing additional manufacturing
and supply sources, including establishing an in-house
manufacturing site, to de-risk its current outsourced
manufacturing. Bidco intends to review such investment proposals
with PHC's management before proceeding with any
decision.
Trading
Facilities
The PHC Shares are currently
admitted to trading on AIM. As set out in paragraph 16, subject to
the Scheme becoming Effective, an application will be made to the
London Stock Exchange to cancel the admission of the PHC Shares to
trading on AIM on or shortly after the Effective Date. As also
stated in paragraph 16, dealings in PHC Shares will be suspended on
a date shortly prior to the Effective Date.
It is intended that PHC be
re-registered as a private limited company on, or as soon as
practicable following, the Effective Date.
No statements in this paragraph 11
are "post-offer undertakings" for the purposes of Rule 19.5 of the
Code.
Views of the PHC
Directors
In addition to the financial terms
of the Acquisition, in considering the intention to recommend the
Acquisition, the PHC Directors have also given due consideration to
the assurances given by Bidco to its intentions with respect to the
future operation of the business, including Bidco's intentions to
seek to continue growing the business both domestically and
internationally, and the importance placed by Bidco on the existing
employees of PHC.
12.
Financing
The cash consideration payable by
Bidco to PHC Shareholders under the terms of the Acquisition will
be funded through the existing cash resources of PI.
Zeus, in its capacity as financial
adviser to Bidco, is satisfied that sufficient resources are
available to Bidco to enable it to satisfy in full the cash
consideration payable to PHC Shareholders under the terms of the
Acquisition.
Further information on the
financing of the Acquisition will be set out in the Scheme
Document.
13.
Offer-related arrangements
Confidentiality
Agreement
A wholly owned subsidiary of PI, PI
Life Sciences Research Limited and PHC entered into a
confidentiality agreement dated 13 March 2024 (the "Confidentiality Agreement") pursuant to
which, amongst other things, the parties have undertaken to: (a)
subject to certain exceptions, keep confidential information
relating to PHC confidential and not to disclose it to third
parties; and (b) use such confidential information only in
connection with the Acquisition. The confidentiality obligations
remain in force for a period of between two to five years from the
date of the Confidentiality Agreement (or, if earlier, upon the
Scheme becoming Effective or, if the Acquisition is implemented by
way of a Takeover Offer, the Takeover Offer being declared wholly
unconditional). The Confidentiality Agreement also contains
restrictions on PI soliciting or employing certain employees of
PHC.
The Confidentiality Agreement
further includes, amongst other things, standstill obligations
which restricts PI from acquiring or offering to acquire interests
in certain securities of PHC; those restrictions ceased to apply on
the making of this Announcement.
The Confidentiality Agreement
supersedes all previous confidentiality agreements between PI and
PHC or entities controlled by them. This includes the
confidentiality disclosure agreement dated 6 June 2023 between PHC
Inc. and PI, which previously governed the provision of
confidential information and its use in connection with the
exploration of a possible business relationship, and had a three
year term.
Retention
Agreements
Under the terms of retention
agreements dated 10 October 2019 and, in relation to one executive,
19 April 2023, Jeffrey Tweedy (Chief Executive Officer of PHC),
Jeffrey Hovey (Chief Financial Officer of PHC) and three other
employees shall be entitled to cash bonuses upon the sale of PHC in
the amounts of $341,575, $341,575 and (in aggregate) $292,779
respectively. The bonuses will be payable to those individuals
within 30 days following the Scheme becoming Effective. The
retention agreements provide that if Jeffrey Hovey and/or Jeffrey
Tweedy and/or the other employees are not retained by Bidco or PHC
following the expiry of any transition period agreed with Bidco and
otherwise do not resign or are not terminated without cause during
any such transition period, then they will each be paid a bonus
equal to three months' of their base salary within 30 days
following any such transition period agreed with Bidco. Furthermore
the retention agreements provide that if Jeffrey Hovey and/or
Jeffrey Tweedy and/or the other employees are (i) terminated
without cause or (ii) terminate their employment with cause, in
each case, within 24 months of the Scheme becoming Effective, they
will be paid a severance amount equal to twelve months of their
base salary over a period of 12 months following the date of the
cessation of their employment.
Deferral of salary and
fees
Certain of the PHC Directors agreed,
with effect from 1 January 2024 to defer all, or a portion of,
their salary or fee (as applicable) until the earlier of 1 January
2025 or a change of control of PHC. Accordingly, upon the Scheme
being Effective, the following payments will be payable:
· Jeffrey Tweedy - $33,700 (to be pro-rated up to the date on
which the Scheme becomes Effective, estimated to be $21,420 based
on the current transaction timetable);
· Jeffrey Hovey - $25,400 (to be pro-rated up to the date on
which the Scheme becomes Effective, estimated to be $16,145 based
on the current transaction timetable);
· Katherine Jane Coppinger - £32,000 (to be pro-rated up to the
date on which the Scheme becomes Effective, estimated to be £25,870
based on the current transaction timetable);
· Dr
Christopher Gareth Joseph Richards - $80,000 (to be pro-rated up to
the date on which the Scheme becomes Effective, estimated to be
$50,849 based on the current transaction timetable); and
· William Martin Lewis - £32,000 (to be pro-rated up to the date
on which the Scheme becomes Effective, estimated to be £25,870
based on the current transaction timetable).
14.
Structure of the Acquisition
Scheme
It is intended that the Acquisition
will be effected by way of a Court-sanctioned scheme of arrangement
between PHC and the Scheme Shareholders under Part 26 of the
Companies Act. Bidco reserves the right (with the consent of the
Takeover Panel, if required) to implement the Acquisition by way of
a Takeover Offer.
The purpose of the Scheme is to
provide for Bidco to acquire and become the owner of the whole of
the issued and to be issued ordinary share capital of PHC. Under
the Scheme, the Acquisition is to be achieved by the transfer of
the Scheme Shares held by Scheme Shareholders to Bidco in
consideration for which the Scheme Shareholders will receive the
consideration pursuant to the Scheme on the basis set out in this
Announcement and to be set out in the Scheme Document.
Approval by Court Meeting and
General Meeting
To become Effective, the Scheme
requires, amongst other things, the:
(a) approval of the
Scheme by a majority in number of Scheme Shareholders present and
voting (and entitled to vote), either in person or by proxy,
representing not less than 75 per cent. in value of the Scheme
Shares voted by such holders at the Court Meeting; and
(b) approval of the
Resolutions by the requisite majority or majorities of votes cast
at the General Meeting (to be held directly after the Court
Meeting) necessary to implement the Scheme, including amendments to
PHC's articles of association to ensure that any PHC Shares issued
between the approval of the Scheme at the Court Meeting and the
Scheme Record Time will be subject to the Scheme so that any PHC
Shares issued after the Scheme Record Time will be automatically
acquired by Bidco.
Application to Court to
sanction the Scheme
Once the requisite approvals have
been obtained at the Court Meeting and the General Meeting and the
other Conditions have been satisfied or (where applicable) waived,
the Scheme must be sanctioned by the Court at the Sanction Hearing
before it can become Effective.
The Scheme will become Effective in
accordance with its terms on delivery of the Court Order to the
Registrar of Companies. Upon the Scheme becoming Effective, it will
be binding on all Scheme Shareholders, irrespective of whether or
not they attended and/or voted at the Court Meeting or the General
Meeting, or whether they voted in favour of or against the Scheme.
The consideration will be despatched by Bidco to Scheme
Shareholders no later than 14 days after the Effective Date. In
addition, share certificates in respect of the PHC Shares will
cease to be valid and entitlements to PHC Shares held within the
CREST system will be cancelled.
The Scheme will contain a provision
for Bidco and PHC to consent jointly, on behalf of all persons
concerned, to any modification of or addition to the Scheme or to
any condition that the Court may approve or impose. PHC has been
advised that the Court would be unlikely to approve any
modification of, or addition to, or impose a condition to the
Scheme which might be material to the interests of Scheme
Shareholders unless Scheme Shareholders were informed of such
modification, addition or condition. It would be a matter for the
Court to decide, in its discretion, whether or not a further
meeting of Scheme Shareholders should be held in these
circumstances.
Amended PHC
Articles
Any PHC Shares issued at or before
the Scheme Record Time will be subject to the terms of the Scheme.
Any PHC Shares issued after the Scheme Record Time will be subject
to the Amended PHC Articles and will be automatically transferred
to Bidco in accordance with the terms of the Amended PHC
Articles.
Full
details of the Scheme to be set out in the Scheme
Document
The Scheme Document will include
full details of the Scheme, including the expected timetable and
the action to be taken by Scheme Shareholders. The Scheme will be
governed by English law. The Scheme will be subject to the
applicable requirements of the Code, the Takeover Panel, the AIM
Rules, the London Stock Exchange, the Registrar of Companies and
the FCA.
The Scheme Document, along with the
notice of the Court Meeting and the General Meeting and the Forms
of Proxy will be despatched to PHC Shareholders within 28 days of
the date of this Announcement or such later date as may be agreed
by the Takeover Panel. Subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, the Scheme Document
will also be made available on PHC's website at
https://www.planthealthcare.com/disclaimer.
Neither the contents of this website nor the content of any other
website accessible from hyperlinks on such website is incorporated
into, or forms part of, this Announcement.
Conditions
In addition to the requirements
described above, the Acquisition is also conditional on the other
Conditions being satisfied or (where applicable)
waived.
The Scheme will be conditional on,
amongst other things, upon:
(a) the approval of
the Scheme by a majority in number representing not less than 75
per cent. in value of the Scheme Shareholders entitled to vote and
present and voting, either in person or by proxy, at the Court
Meeting (or at any adjournment, postponement or reconvention of
such meeting) to be held on or before the 22nd day after
the expected date of the Court Meeting to be set out in the Scheme
Document in due course (or such later date as may be agreed between
Bidco and PHC and the Court may allow);
(b) the passing of
the Resolutions by the requisite majority at the General Meeting
(or at any adjournment, postponement or reconvention of such
meeting); and
(c) the sanction of
the Scheme on or before the 22nd day after the expected date of the
Court Hearing to be set out in the Scheme Document in due course
(or such later date as may be agreed between Bidco and PHC and the
Court may allow) and the delivery of an office copy of the Court
Order to the Registrar of Companies.
Scheme timetable / further
information
A full anticipated timetable will be
set out in the Scheme Document which will be posted to PHC
Shareholders and, for information only, to participants in the PHC
Share Schemes, along with the notices of the Court Meeting and the
General Meeting and the Forms of Proxy, within 28 days of the date
of this Announcement (unless Bidco and PHC otherwise agree, and the
Takeover Panel consents, to a later date). Subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, the Scheme Document will also be made available on
PHC's website at https://www.planthealthcare.com/disclaimer.
At this stage, subject to
satisfaction or, where applicable, waiver of the Conditions and the
approval and availability of the Court (which is subject to
change), Bidco and PHC expect the Scheme to become Effective during
Q3 2024.
Right to
switch to a Takeover Offer
Bidco reserves the right to elect
(with the consent of the Takeover Panel, if required) to implement
the Acquisition by way of a Takeover Offer for the entire issued
and to be issued ordinary share capital of PHC not already owned by
the Wider PI Group as an alternative to the Scheme. In such an event, the Takeover Offer
will be implemented on the same terms or, if Bidco so decides, on
such other terms being no less favourable (subject to appropriate
amendments including without limitation, the inclusion of an
acceptance condition set at no more than 90 per cent. of PHC Shares
to which the Takeover Offer relates (or such lesser percentage,
being more than 50 per cent. as may be determined by Bidco with the
consent of the Takeover Panel (if necessary))), so far as
applicable, as those which would apply to the Scheme and subject to
the amendment referred to in Part C of Appendix I to this
Announcement. Further, if sufficient acceptances of the Takeover
Offer are received and/ or sufficient PHC Shares are otherwise
acquired, it is the intention of Bidco to (i) request that the
London Stock Exchange cancels trading in PHC Shares on AIM; and
(ii) apply the provisions of the Companies Act to compulsorily
acquire any outstanding PHC Shares to which the Takeover Offer
relates.
15.
PHC Share Plan
Participants in the PHC Share Plan
will be contacted regarding the effect of the Acquisition on their
rights under the PHC Share Plan and, where relevant, an appropriate
proposal will be made to such participants pursuant to Rule 15 of
the Code in due course. Further details of the impact of the
Acquisition on the PHC Share Awards will be set out in the Scheme
Document and separate proposal documentation.
16.
Cancellation of admission to trading on AIM of the
PHC Shares and re-registration
It is intended that dealings in PHC
Shares will be suspended on or shortly before the Effective Date at
a time to be set out in the Scheme Document or as separately
announced following the date of this Announcement. It is further
intended that an application will be made to the London Stock
Exchange for the cancellation of the admission to trading of the
PHC Shares on AIM with effect on or shortly after the Effective
Date. It is currently expected that the last day of dealings in PHC
Shares on AIM will be the Business Day immediately prior to the
Effective Date and that no transfers will be registered after 6.00
p.m. on that date.
Upon the Scheme becoming Effective,
share certificates in respect of the PHC Shares will cease to be
valid and should be destroyed. In addition, entitlements to PHC
Shares held within the CREST system will be cancelled on the
Effective Date.
As soon as practicable after the
Effective Date and after the cancellation of the admission to
trading on AIM of the PHC Shares, it is intended that PHC will be
re-registered as a private limited company under the relevant
provisions of the Companies Act.
17.
Disclosure of interests in PHC
As at the close of business on the
Last Practicable Date, save for the irrevocable undertakings and
the letter of intent referred to in paragraphs 5 and
7 above, none of Bidco,
its directors, nor so far as Bidco is aware, any person acting, or
deemed to be acting, in concert with Bidco:
(a) had an interest
in, or right to subscribe for, relevant securities of
PHC;
(b) had any short
position in (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 of,
relevant securities of PHC;
(c) had procured an
irrevocable commitment or letter of intent to accept the terms of
the Acquisition in respect of relevant securities of PHC;
or
(d) had borrowed,
lent or entered into any financial collateral arrangements in
respect of any PHC Shares.
Furthermore, save for the
irrevocable undertakings and letter of intent described in
paragraph 7 above,
no arrangement exists between Bidco or PHC or a person acting in
concert with Bidco or PHC in relation to PHC Shares. For these purposes, an "arrangement"
includes any indemnity or option arrangement, any agreement or any
understanding, formal or informal, of whatever nature, relating to
PHC Shares which may be an inducement to deal or refrain from
dealing in such securities.
18.
Documents available for inspection
Copies of this Announcement and the
following documents will, by no later than 12 noon on the Business
Day following the Announcement Date, be made available on PHC's
website at https://www.planthealthcare.com/disclaimer
until the end of the Offer Period:
·
this Announcement;
·
the irrevocable undertakings and letter of intent
referred to in paragraph 7;
·
the Confidentiality Agreement;
·
the confidentiality disclosure
agreement;
·
the retention agreements referred to in paragraph
13; and
·
consent letters from each of Zeus and
Cavendish.
The contents of the website referred
to in this Announcement nor the contents of any website accessible
from hyperlinks is incorporated in, or forms part of, this
Announcement.
19.
General
The Acquisition will be subject to
the Conditions and certain further terms set out in Appendix I and
to the full terms and conditions which will be set out in the
Scheme Document. Appendix I to this Announcement contains a summary
of the principal terms and conditions. It is expected that the
Scheme Document will be posted to PHC Shareholders, and, for
information only, to participants in the PHC Share Schemes, along
with the notices of the Court Meeting and the General Meeting and
the Forms of Proxy, within 28 days of the date of this
Announcement, unless Bidco and PHC otherwise agree, and the
Takeover Panel consents, to a later date.
In deciding whether or not to vote,
or procure the voting, in favour of the Scheme at the Court Meeting
and the Resolutions to be proposed at the General Meeting, PHC
Shareholders should rely on the information contained, and follow
the procedures described, in the Scheme Document.
Zeus and Cavendish have each given
and not withdrawn their consent to the publication of this
Announcement with the inclusion therein of the references to their
names in the form and context in which they appear.
Appendix II contains details of
sources of information and bases of calculation contained in this
Announcement. Appendix III contains certain details relating to the
irrevocable undertakings and letter of intent referred to in this
Announcement. Appendix IV contains definitions of certain terms
used in this Announcement.
Enquiries:
PI
Industries Ltd
Rajnish Sarna
|
Tel: +91 124 6790000
|
Zeus (financial adviser to PI)
Nick Cowles
James Edis
Louisa Waddell
|
Tel: +44 20 3829
5000
|
Plant Health Care plc
Jeff Tweedy, CEO
|
Tel: +1 919 926 1600
|
Cavendish (Rule 3 adviser, financial adviser, nominated
adviser and corporate broker to PHC)
Neil McDonald
Pete Lynch
|
Tel: +44 131 220
6939
|
Shoosmiths LLP is retained as legal
adviser to PI.
DWF Law LLP is retained as legal
adviser to PHC.
Important
Notices
Zeus Capital Limited ("Zeus"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for PI as financial adviser and no one else in connection with the
matters referred to in this Announcement and will not be
responsible to anyone other than PI for providing the protections
afforded to clients of Zeus, or for providing advice in relation to
the matters referred to in this Announcement. Neither Zeus nor any
of its 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 Zeus in connection with the matters referred to in
this Announcement, any statement contained herein or
otherwise.
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as Rule 3
adviser, joint financial adviser, nominated adviser and joint
corporate broker to PHC and no one else in connection with the
matters referred to in this Announcement and will not regard any
other person as its client in relation to such matters and will not
be responsible to anyone other than PHC for providing the
protections afforded to clients of Cavendish, nor for providing
advice in relation to any matter referred to in this Announcement.
Neither Cavendish nor any of its 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 Cavendish in connection with
the matters referred to in this Announcement, any statement
contained herein or otherwise.
Further
Information
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 subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be implemented solely through and on the terms set
out in the Scheme Document and the accompanying Forms of Proxy (or,
in the event that the Acquisition is to be implemented by means of
a Takeover Offer, the Offer Document and acceptance), which will
contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of, or to accept, the
Acquisition. Any approval, decision or other response to the
Acquisition should be made only on the basis of the information in
the Scheme Document (or if the Acquisition is implemented by way of
a Takeover Offer, the Offer Document). PHC Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition once it has been despatched.
This Announcement does not constitute a prospectus or
prospectus exempted document.
The statements contained in this Announcement are made as at
the Announcement Date, unless some other time is specified in
relation to them, and the publication of this Announcement shall
not give rise to any implication that there has been no change in
the facts set forth in this Announcement since such
date.
Overseas
Shareholders
This Announcement has been prepared for the purpose of
complying with English law, the AIM Rules, the Code and the Market
Abuse Regulation 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.
The release, publication or distribution of this Announcement
in jurisdictions other than the United Kingdom may be restricted by
law and/or regulations and such laws and/or regulations may affect
the availability of the Acquisition to persons who are not resident
in the United Kingdom. Persons who are not resident in the United
Kingdom, or who are subject to laws of any jurisdiction other than
the United Kingdom, should inform themselves about, and observe,
any applicable requirements. Any failure to comply with the applicable
legal or regulatory requirements may constitute a violation of the
laws and/or regulations of any such jurisdiction.
To the fullest extent permitted
by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
Any person (including, without limitation, nominees, trustees
and custodians) who would, or otherwise intends to, forward this
Announcement, the Scheme Document or any accompanying document(s)
to any jurisdiction outside the United Kingdom should refrain from
doing so and seek appropriate professional advice before taking any
action. In particular, the ability of persons who are
not resident in the United Kingdom to vote their PHC Shares at the
Court Meeting or the General Meeting, or to execute and deliver
Forms of Proxy appointing another to vote their PHC Shares in
respect of the Court Meeting or the General Meeting on their
behalf, may be affected by the laws of the relevant jurisdiction in
which they are located. The Acquisition will be subject to the
applicable requirements of the Code, the Takeover Panel, the London
Stock Exchange (including the AIM Rules) and the
FCA.
Unless otherwise determined by PI or required by the Code, and
permitted by applicable law and regulation, the Acquisition will
not be made, directly or indirectly, in or into or by use of the
mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign
commerce of, or any facility of a national, state or other
securities exchange of, a Restricted Jurisdiction where to do so
would constitute a violation of the relevant laws or regulations of
such jurisdiction, and no person may vote in favour of the
Acquisition, and the Acquisition will not be capable of acceptance,
by any such use, means, instrumentality or facility or from within
a Restricted Jurisdiction.
Accordingly, copies of this
Announcement and formal documentation relating to the Acquisition
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded or distributed in, into or from a Restricted
Jurisdiction and persons receiving this Announcement (including
custodians, nominees and trustees) must not distribute or send it
into or from a Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect
of the Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover 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
Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities
In
the event that the Acquisition is implemented by way of a Takeover
Offer and extended into the US, PI will do so in satisfaction of
the procedural and filing requirements of the US securities laws at
that time, to the extent applicable thereto.
The Acquisition relates to the shares of a company
incorporated in England and it is proposed to be made by means of a
scheme of arrangement provided for under English law. A transaction
effected by means of a scheme of arrangement is not subject to the
shareholder vote, proxy solicitation and tender offer rules under
the US Exchange Act. Accordingly, the Scheme is subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure
requirements and practices of US shareholder vote, proxy
solicitation and tender offer rules.
If
PI were to elect to implement the Acquisition by means of a
Takeover Offer, such Takeover Offer shall be made in compliance
with all applicable laws and regulations, including
section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such Takeover Offer would be made in the US
by Bidco and no one else.
In
addition to any such Takeover Offer, PI, certain affiliated
companies and the nominees or brokers (acting as agents) of PI
and/or such affiliated companies may make certain purchases of, or
arrangements to purchase, PHC Shares outside such Takeover Offer
during the period in which such Takeover Offer would remain open
for acceptance. If such purchases or arrangements to purchase
are made, they would be made outside the United States in
compliance with applicable law, including the US Exchange Act.
Neither the US Securities and Exchange Commission, nor any
securities commission of any state of the US, has approved or
disapproved any offer, or passed comment upon the adequacy or
completeness of any of the information contained in this
Announcement. Any representation to the contrary may be a criminal
offence.
The receipt of cash consideration by an PHC Shareholder for
the transfer of their PHC Shares pursuant to the Scheme will be a
taxable transaction for United States federal income tax purposes
and under applicable US state and local, as well as overseas and
other, tax laws. In certain circumstances, PHC Shareholders that
are not US persons and that receive cash consideration pursuant to
the Scheme may be subject to US withholding tax. Each PHC
Shareholder is urged to consult an independent professional adviser
regarding the applicable tax consequences of the Acquisition,
including under applicable United States, state and local, as well
as overseas and other tax laws.
Financial information relating to PHC included in this
Announcement and to be included in the Scheme Document has been or
will have been prepared in accordance with accounting standards
applicable in the United Kingdom and may not be comparable to the
financial statements of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the
United Kingdom.
It
may be difficult for a US-based investor to enforce their rights
and any claim they may have arising under US securities laws, since
the Scheme relates to the shares of a company incorporated under
the laws of, and located in, the United Kingdom, and some or all of
its officers and directors may be residents of non-US
jurisdictions. A US-based investor may not be able to sue a company
located in the United Kingdom, or its officers or directors, in a
foreign court for alleged violations of US securities laws, and it
may be difficult to compel a foreign company and its affiliates to
subject themselves to a US court's judgment.
In
accordance with normal UK practice and pursuant to Rule 14e-5(b) of
the US Exchange Act, PI, certain affiliated companies and their
nominees or brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, PHC Shares
outside of the US, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes Effective,
lapses or is otherwise withdrawn. Also, in accordance with Rule
14e-5(b) of the US Exchange Act, each of Zeus and Cavendish will
continue to act as an exempt principal trader in PHC Shares on the
London Stock Exchange. If such purchases or arrangements to
purchase were to be made, they would occur either in the open
market at prevailing prices or in private transactions at
negotiated prices and 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 the Regulatory
News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at
www.londonstockexchange.com.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.
Forward-looking
statements
This Announcement may contain certain "forward-looking
statements" with respect to PHC and PI. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "will", "may",
"should", "would", "could" or other words or terms of similar
meaning or the negative thereof. Forward-looking statements
include, but are not limited to, statements relating to the
following: (a) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (b)
business and management strategies of PI and/or PHC and the
expansion and growth of PHC.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. None of
PI, or PHC, nor any of their respective associates, directors,
officers, employees or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this Announcement
will actually occur. You are cautioned not to place undue reliance
on such forward-looking statements, which speak only as of the date
hereof. All subsequent oral or written forward-looking statements
attributable to PI or PHC or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
above. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
Announcement. PI and PHC assume no obligation to update publicly or
revise forward-looking or other statements contained in this
Announcement, whether as a result of new information, future events
or otherwise, except to the extent legally
required.
There are a number of factors which could cause actual results
and developments to differ materially from those expressed or
implied in forward-looking statements. The factors that could cause
actual results to differ materially from those described in the
forward-looking statements include, but are not limited to: the
ability to complete the Acquisition; the ability to obtain
requisite regulatory and shareholder approvals and the satisfaction
of other Conditions on the proposed terms; changes in the global,
political, economic, business and competitive environments and in
market and regulatory forces; changes in future exchange and
interest rates; changes in tax rates; future business combinations
or dispositions; changes in general and economic business
conditions; changes in the behaviour of other market participants;
the anticipated benefits of the Acquisition not being realised as a
result of changes in general economic and market conditions in the
countries in which PI and PHC operate; weak, volatile or illiquid
capital and/or credit markets; changes in the degree of competition
in the geographic and business areas in which PI and PHC operate;
and changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results
to differ materially from those expected, estimated or projected in
the forward-looking statements. If any one or more of these risks
or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such
factors.
No profit forecasts or
estimates
No
statement in this Announcement is intended as a profit forecast or
estimate for PI or PHC in respect of any period and no statement in
this Announcement should be interpreted to mean that earnings or
earnings per PHC Share for the current or future financial years
would necessarily match or exceed the historical published earnings
or earnings per PHC Share.
Publication on
website
In
accordance with Rule 26.1 of the Code, a copy of this Announcement
will be made available (subject to certain restrictions relating to
persons resident in Restricted Jurisdictions), free of charge, on
PHC's website at https://www.planthealthcare.com/disclaimer
by no later than
12:00 noon on the Business Day following the Announcement Date.
Neither the contents of this website nor the content of any other
website accessible from hyperlinks on such website is incorporated
into, or forms part of, this Announcement.
Requesting hard
copies
In
accordance with Rule 30.3 of the Code, a person so entitled may
request a hard copy of this Announcement, free of charge, by
Neville Registrars Limited on 0121 585 1131 (or from outside of the
UK, on +44 (0) 121 585 1131) between 9.00 a.m. to 5.00 p.m. Monday
to Friday (London time) or by submitting a request in writing to
Neville Registrars Limited, Neville House, Steelpark Road,
Halesowen, West Midlands, United Kingdom, B62 8HD. For persons who
receive a copy of this Announcement in electronic form or via a
website notification, a hard copy of this Announcement will not be
sent unless so requested. In accordance with Rule 30.3 of the Code,
a person so entitled may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
Electronic communications -
information for PHC Shareholders
Please be aware that addresses, electronic addresses and
certain information provided by PHC Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from PHC may be provided to PI during the Offer
Period as required under section 4 of Appendix 4 of the
Code.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different paragraphs and/or tables
may vary slightly and figures shown as totals in certain paragraphs
and/or tables may not be an arithmetic aggregation of the figures
that precede them.
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: (a) the offeree company; and (b)
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 pm on the 10th Business Day (as defined in the
Code) following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 pm on the 10th Business Day (as
defined in the Code) 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: (a) the offeree company; and (b) 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 pm on the Business Day (as defined in the Code)
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 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 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 Takeover 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.
Rule 2.9 of the
Code
For the purposes of Rule 2.9 of the Code, PHC confirms that,
as at the Announcement Date, it had in issue 341,532,952 PHC
Shares. No shares are held in treasury. The ISIN for the PHC Shares
is GB00B01JC540.
General
PI
reserves the right to elect (with the consent of the Takeover
Panel, if required) to implement the Acquisition by way of a
Takeover Offer for the entire issued and to be issued ordinary
share capital of PHC not already owned by the Wider PI Group as an
alternative to the Scheme. In such an event, a Takeover Offer will
be implemented on substantially the same terms, so far as
applicable, as those which would apply to the
Scheme.
If
the Acquisition is effected by way of Takeover Offer, and if
sufficient acceptances of the Takeover Offer are received and/or
sufficient PHC Shares are otherwise acquired, PI intends to apply
the provisions of the Companies Act so as to compulsorily acquire
any outstanding PHC Shares to which the Takeover Offer
relates.
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 FSMA if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent
financial adviser.
APPENDIX I
CONDITIONS OF THE ACQUISITION
AND CERTAIN FURTHER TERMS
Part A: Conditions of the Scheme and the
Acquisition
Long Stop Date
1.
The Acquisition will be conditional upon the
Scheme becoming unconditional and Effective subject to the Code, by
not later than 11:59 p.m. on the Long Stop Date.
Scheme approval
2. The Scheme
will be subject to the following Conditions:
(a)
(i) approval
of the Scheme at the Court Meeting (and at any separate class
meeting that may be required by the Court) by a majority in number
of the Scheme Shareholders representing not less than 75 per cent.
in value of the Scheme Shares (or the relevant class or classes
thereof, if applicable) who are on the register of members of PHC
at the Voting Record Time and who are present, entitled to vote and
voting, whether in person or by proxy, at the Court Meeting (or at
any adjournment therefore) (and at any separate class meeting which
may be required by the Court); and
(ii) the Court
Meeting (and any separate class meeting which may be required by
the Court) (or any adjournment thereof) being held on or before
the 22nd day after
the expected date of the Court Meeting to be set
out in the Scheme Document (or such later date, if any, as Bidco
and PHC may agree, with the approval of the Takeover Panel and the
Court, if such approval is required);
(b)
(i) the
passing of the Resolutions by the requisite majority or majorities
at the General Meeting (or any adjournment(s) thereof);
and
(ii) the
General Meeting (or any adjournment thereof) being held on or
before the 22nd day after the expected date of the General Meeting
to be set out in the Scheme Document (or such later date, if any,
as Bidco and PHC may agree, with the approval of the Takeover Panel
and the Court, if such approval is required); and
(c)
(i) the
sanction of the Scheme by the Court (with or without modification
but subject to any modification being on terms acceptable to Bidco)
at the Sanction Hearing; and
(ii) the
Sanction Hearing being held on or before the 22nd day after the
expected date of the Sanction Hearing to be set out in the Scheme
Document (or such later date, if any, as Bidco and PHC may agree,
with the approval of the Takeover Panel and the Court, if such
approval is required); and
(d) the delivery of
a copy of the Court Order to the Registrar of Companies.
General Conditions
3. In
addition, except as provided in Part B below and subject to the
requirements of the Takeover Panel, the Acquisition shall be
conditional upon the following Conditions and, accordingly, the
necessary actions to make the Scheme Effective shall not be taken
unless such Conditions referred to in this paragraph 3 (as amended,
if appropriate) have been satisfied or, where relevant, waived
prior to the Scheme being sanctioned by the Court:
Antitrust Approvals
(a) all material
notifications, filings or applications which are necessary or
considered appropriate or desirable by Bidco having been made in
connection with the Acquisition and all necessary waiting periods
(including any extensions thereof) under any applicable legislation
or regulation of any jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory and regulatory
obligations in any jurisdiction having been complied with in each
case in respect of the Acquisition and all Authorisations deemed
reasonably necessary or appropriate by Bidco in any jurisdiction
for or in respect of the Acquisition and, except pursuant to
Chapter 3 of Part 28 of the Companies Act, the acquisition or the
proposed acquisition of any shares or other securities in, or
control or management of, PHC or any other member of the Wider PHC
Group by any member of the Wider PI Group having been obtained in
terms and in a form reasonably satisfactory to Bidco from all
appropriate Third Parties or (without prejudice to the generality
of the foregoing) from any person or bodies with whom any member of
the Wider PHC Group or the Wider PI Group has entered into material
contractual arrangements and all such Authorisations necessary,
appropriate or desirable to carry on the business of any member of
the Wider PHC Group in any jurisdiction having been obtained and
all such Authorisations remaining in full force and effect at the
time at which the Acquisition becomes Effective or otherwise wholly
unconditional and there being no notice or intimation of an
intention to revoke, suspend, restrict, modify or not to renew such
Authorisations;
Third Party Regulatory action
(b) save as set
out in respect of Condition 3(a),
no Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference (and, in each case, not having
withdrawn the same), or having required any action to be taken or
otherwise having done anything, or having enacted, made or proposed
any statute, regulation, decision, order or change to published
practice and there not continuing to be outstanding any statute,
regulation, decision or order (and in each case not having
withdrawn the same) which would or might reasonably be expected to
(in any case to an extent or in a manner which is
materially adverse in the
context of the Acquisition or to the Wider PHC Group, taken as a
whole):
(i) require,
prevent or materially delay the divestiture or materially alter the
terms envisaged for such divestiture by any member of the Wider PI
Group or by any member of the Wider PHC Group of all or any
material part of their respective businesses, assets, property or
any shares or other securities (or the equivalent) in any member of
the Wider PHC Group or any member of the Wider PI Group or impose
any material limitation on the ability of all or any of them to
conduct their respective businesses (or any material part thereof)
or to own, control or manage any of their respective material
assets or properties (or any material part thereof);
(ii) except pursuant
to Chapter 3 of Part 28 of the Companies Act in the event that
Bidco elects to implement the Acquisition by way of a Takeover
Offer, require any member of the Wider PI Group or the Wider PHC
Group to acquire, or offer to acquire, any shares, other securities
(or the equivalent) or interest in, or any material asset owned by,
any Third Party (other than in connection with the implementation
of the Acquisition);
(iii) impose any
material and adverse limitation on, or result in a material and
adverse delay in, the ability of any member of the Wider PI Group,
directly or indirectly, to acquire, hold or exercise effectively
all or any rights of ownership in respect of shares or loans or
securities convertible into shares or other securities (or the
equivalent) in PHC or on the ability of any member of the Wider PHC
Group or any member of the Wider PI Group, directly or indirectly,
to hold or exercise effectively all or any rights of ownership in
respect of shares or loans or any other securities (or the
equivalent) in, or to exercise voting or management control over,
any other member of the Wider PHC Group;
(iv) result in any member
of the Wider PHC Group or any member of the Wider PI Group ceasing
to be able to carry on business under any names under which it
currently carries on business in any
jurisdiction;
(v) make the
Acquisition or its implementation void, unenforceable and/or
illegal under the laws of any relevant jurisdiction, or otherwise,
directly or indirectly, materially prevent or prohibit, restrict,
restrain or delay or otherwise interfere with to a material extent
the implementation of, or impose material additional conditions or
obligations with respect to, or otherwise materially challenge,
impede, interfere or require material and adverse amendment to the
terms of the Acquisition;
(vi) impose any material
limitation on, or result in material delay in, the ability of any
member of the Wider PI Group or any member of the Wider PHC Group
to conduct, integrate or co-ordinate all or any part of its
business with all or any part of the business of any other member
of the Wider PI Group and/or the Wider PHC Group;
(vii) require any member
of the Wider PHC Group to relinquish, terminate or amend in any
material and adverse way any material contract to which any member
of the Wider PHC Group or the Wider PI Group is a party;
(viii)
require any member of the Wider PI Group or any member of the Wider
PHC Group or any of their respective affiliates to: (A) invest,
contribute or loan any capital or assets to; or (B) guarantee or
pledge capital assets for the benefit of, any member of the Wider
PI Group or any member of the Wider PHC Group; or
(ix) otherwise materially
and adversely affect all or any of the business, operations,
assets, liabilities or profits of any member of the Wider PHC Group
or any member of the Wider PI Group;
and all applicable waiting and other
time periods (including any extensions thereof) during which any
such Third Party could decide to take, institute, implement or
threaten any such action, proceeding, suit, investigation, enquiry
or reference or take any other step under the laws of any relevant
jurisdiction in respect of the Acquisition or the acquisition or
proposed acquisition of any PHC Shares or other securities in, or
control or management of, PHC or otherwise intervene having
expired, lapsed or been terminated;
Other regulatory approvals
(c) each
Governmental Entity, which regulates or licences any member of the
PHC Group or any other body corporate in which any member of the
PHC Group has an interest in shares, and whose prior approval,
consent or non-objection to any change in control, or acquisition
of (or increase in) control in respect of that or any other member
of the PHC Group is required, or any Governmental Entity, whose
prior approval of, consent to or non-objection to the Acquisition
is otherwise required, or from whom one or more material licences
or permissions are required in order to complete the Acquisition,
having given its approval, non-objection or legitimate deemed
consent or consent in writing thereto and, as the case may be,
having granted such licences and permissions (in each case where
required and on terms reasonably satisfactory to Bidco), and, in
each case, the impact of which would be, or might reasonably be
expected to be, materially adverse to the Wider PHC Group, taken as
a whole;
Notifications, waiting periods and
authorisations
(d) all material
notifications, filings or applications which are necessary having
been made in connection with the Acquisition and all necessary
waiting and other time periods (including any extensions thereof)
under any applicable legislation or regulation of any jurisdiction
having expired, lapsed or been terminated or waived (as
appropriate) and all statutory and regulatory obligations in any
jurisdiction having been complied with, in each case, in respect of
the Acquisition and all Authorisations required by applicable law
in any jurisdiction for or in respect of the Acquisition and,
except pursuant to Chapter 3 of Part 28 of the Companies Act in
respect of the Acquisition having been obtained in a form
reasonably satisfactory to Bidco from all appropriate Third Parties
and all such Authorisations required by applicable law to carry on
the business of the Wider PHC Group in any jurisdiction remaining
in full force and effect at the time at which the Acquisition
becomes Effective or otherwise wholly unconditional and there being
no notice or intimation of an intention to revoke, suspend,
restrict, modify or not to renew such Authorisations, in each case,
in a way that would be material and adverse to the Wider PHC Group,
taken as a whole;
Certain matters arising as a result of any arrangement,
agreement, etc.
(e) except as
Disclosed, there being no provision of any arrangement, agreement,
lease, licence, franchise, permit or other instrument to which any
member of the Wider PHC Group is a party, or by or to which any
such member or any of its material assets is or may be bound,
entitled or subject, or any event or circumstance which, as a
consequence of the Acquisition, would or might reasonably be
expected to result in (in each case to an extent or in a manner
which is material and adverse
in the context of the Wider PHC Group, taken as a
whole):
(i) any monies
borrowed by, or any other indebtedness or liabilities (actual or
contingent) of, or any grant available to, any such member being or
becoming repayable, or capable of being declared repayable,
immediately or prior to its or their stated maturity date or
repayment date, or the ability of any such member to borrow monies
or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;
(ii) the creation,
save in the ordinary and usual course of business, or enforcement
of any mortgage, charge or other security interest over the whole
or any part of the business, property or assets of such member or
any such mortgage, charge or other security interest (whenever
created, arising or having arisen) becoming enforceable;
(iii) any such
arrangement, agreement, lease, licence, franchise, permit or other
instrument or the rights, liabilities, obligations or interests of
any such member in or with any other person (or any arrangement or
arrangements relating to any such interests or business) being
terminated or materially and adversely modified or materially and
adversely affected or any onerous obligation or liability arising
or any material and adverse action being taken or arising
thereunder;
(iv) any material
liability of any such member to make any severance, termination,
bonus or other payment to any of its directors or other
officers;
(v) the rights,
liabilities, obligations, interests or business of any such member
under any such arrangement, agreement, licence, permit, lease or
instrument or the interests or business of any such member or any
member of the Wider PHC Group in or with any other person or body
or firm or company (or any arrangement relating to any such
interests or business) being terminated, or materially and
adversely modified or affected or any materially onerous obligation
or liability arising or any material and adverse action being taken
thereunder;
(vi) any such member
ceasing to be able to carry on business under any name under which
it presently carries on business;
(vii) any material assets
or interests of, or any material asset the use of which is enjoyed
by, any such member of the Wider PHC Group being or falling to be
disposed of or charged or any right arising under which any such
material asset or interest could be required to be disposed of or
charged or could cease to be available to any such member of the
Wider PHC Group otherwise than in the ordinary course of business;
or
(viii)
the creation or acceleration of any material liability (actual or
contingent) by any such member (including any material tax
liability or any obligation to obtain or acquire any material
authorisation, order, grant, recognition, determination,
confirmation, consent, licence, clearance, permission, exemption,
approval, notice, waiver concession, agreement or exemption from
any Third Party or any person) other than trade creditors or other
liabilities incurred in the ordinary course of business or in
connection with the Acquisition,
and, except as Disclosed, no event
having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to
which any member of the Wider PHC Group is a party or by or to
which any such member or any of its assets are bound, entitled or
subject, would or might reasonably be expected to result in any of
the events or circumstances as are referred to in Conditions
(e)(i)
to (viii)
above, in each case, which is or would be
materially adverse in the context of the Wider PHC Group, taken as
a whole;
Certain events occurring since the Last Accounts
Date
(f) except as
Disclosed, no member of the Wider PHC Group having since the Last
Accounts Date:
(i) except for
shares issued or transferred out of treasury pursuant to, or in
connection with, awards under the PHC Share Plan to the extent such
shares have become issuable and have been issued at the relevant
date pursuant to, and in accordance with, issued or agreed to issue
or authorised or proposed or announced its intention to authorise
or propose the issue, of additional shares of any class, or
securities or securities convertible into, or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such
shares, securities or convertible securities or transferred or sold
or agreed to transfer or sell or authorised or proposed the
transfer or sale of PHC Shares out of treasury (except, where
relevant, as between PHC and wholly-owned subsidiaries of PHC or
between the wholly-owned subsidiaries of PHC);
(ii) recommended,
declared, paid or made or proposed to recommend, declare, pay or
make any bonus, dividend or other distribution (whether payable in
cash or otherwise) other than dividends (or other distributions
whether payable in cash or otherwise) lawfully paid or made by any
wholly-owned subsidiary of PHC to PHC or any of its wholly-owned
subsidiaries;
(iii) other than
pursuant to the Acquisition (and except for transactions between
PHC and its wholly-owned subsidiaries or between the wholly-owned
subsidiaries of PHC and transactions in the ordinary course of
business) implemented, effected, authorised or proposed or
announced its intention to implement, effect, authorise or propose
any merger, demerger, reconstruction, amalgamation, scheme,
commitment or acquisition or disposal of assets or shares or loan
capital (or the equivalent thereof) in any undertaking or
undertakings in any such case to an extent
which is material in the context of the Wider PHC Group, taken as a
whole;
(iv) except for
transactions between PHC and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of PHC and transactions in
the ordinary course of business, disposed of, or transferred,
mortgaged or created any security interest over any material asset
or any right, title or interest in any material asset or
authorised, proposed or announced any intention to do
so;
(v) except for
transactions between PHC and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of PHC issued, authorised or
proposed, or announced an intention to authorise or propose the
issue of, or made any change in or to the terms of, any debentures
or become subject to any contingent liability or incurred or
increased any indebtedness which, in any
such case, is material in the context of the Wider PHC Group, taken
as a whole;
(vi) entered into or
varied any material contract, arrangement, agreement, transaction
or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, unusual or onerous nature or
magnitude or which involves or could involve an obligation of a
materially onerous nature or magnitude, otherwise than in the
ordinary course of business and which is reasonably likely to be
materially restrictive on the business of any member of the Wider
PHC Group and which, taken together with any other such contract,
arrangement, agreement, transaction or commitment is material in
the context of the Wider PHC Group, taken as a whole;
(vii) save as agreed with
the Takeover Panel, entered into, or materially varied the terms
of, or made any offer (which remains open for acceptance) to enter
into or vary to a material extent the terms of any contract,
service agreement, commitment or arrangement with any director or
senior executive of any member of the Wider PHC Group, save for
usual annual salary reviews, such entry, variation or authorisation
being material in the context of the Wider PHC Group taken as a
whole;
(viii)
save as agreed with the Takeover Panel, established any share
option scheme, incentive scheme or other benefit relating to the
employment or termination of employment of any employee of respect
of the Wider PHC Group otherwise than in
the ordinary course of business and in accordance with the terms of
the Acquisition;
(ix) purchased, redeemed
or repaid or announced any proposal to purchase, redeem or repay
any of its own shares or other securities or reduced or made any
other change to any part of its share capital (except, in each
case, where relevant, as between PHC and wholly-owned subsidiaries
of PHC or between the wholly-owned subsidiaries of PHC);
(x) waived,
compromised or settled any claim other than in the ordinary course
of business where such waiver, settlement
or compromise would have a material and adverse effect on the
financial position of the Wider PHC Group, taken as a
whole;
(xi) terminated or varied
the terms of any agreement or arrangement between any member of the
Wider PHC Group and any other person in a manner which would or
might reasonably be expected to have a material and adverse effect
on the financial position of the Wider PHC Group, taken as a
whole;
(xii) save as required in
connection with the Acquisition and the Scheme, made any material
alteration to its memorandum, articles of association or other
incorporation documents or any material alteration to the
memorandum, articles of association or other incorporation
documents of any other member of the Wider PHC Group;
(xiii)
been unable, or admitted in writing that it is unable, to pay its
debts or commenced negotiations with one or more of its creditors
with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its
business which is material in the context
of the Wider PHC Group, taken as a whole;
(xiv)
(other than in respect of a member of the Wider PHC Group which is
dormant and was solvent at the relevant time) taken or proposed any
steps, corporate action or had any legal proceedings instituted or
threatened against it in relation to the suspension of payments, a
moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of a
receiver, administrator, manager, administrative receiver, trustee
or similar officer of all or any material part of its assets or
revenues or any analogous or equivalent steps or proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction
or had any such person appointed;
(xv)
(except for transactions between PHC and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of PHC) made,
authorised, proposed or announced an intention to propose any
change in its loan capital which is material in the context of the
Wider PHC Group, taken as a whole;
(xvi)
entered into, implemented or authorised the entry into, any joint
venture, asset or profit sharing arrangement, partnership or merger
of business or corporate entities, which, in any such case, is
material in the context of the Wider PHC Group, taken as a whole;
or
(xvii)
otherwise than in the ordinary course of business, entered into any
agreement, arrangement, commitment or contract or passed any
resolution or made any offer (which remains open for acceptance)
with respect to or announced an intention to, or to propose to,
effect any of the transactions, matters or events referred to in
this Condition (f),
in each case, which is material and
adverse in the context of the Wider PHC Group, taken as a whole or
in the context of the Acquisition;
No
adverse change, litigation, regulatory enquiry or
similar
(g) except as
Disclosed, since the Last Accounts Date there having
been:
(i) no
material adverse change and no circumstance having arisen which
would or might reasonably be expected to result in any material and
adverse change in, the business, assets, liabilities, shareholders'
equity, financial or trading position or profits or operational
performance of any member of the Wider PHC Group;
(ii) other than
pursuant to the Acquisition and the Scheme, no litigation,
arbitration proceedings, prosecution or other legal proceedings
having been threatened in writing, implemented or instituted by or
against or remaining outstanding against or in respect of, any
member of the Wider PHC Group, in each case, which might reasonably
be expected to have a material adverse effect on the Wider PHC
Group, taken as a whole;
(iii) no enquiry,
review or investigation by any Third Party against or in respect of
any member of the Wider PHC Group (or any person in respect of
which any such member has responsibility or liability) having been
threatened in writing, announced, implemented or instituted or
remaining outstanding against or in respect of any member of the
Wider PHC Group, in each case, which might reasonably be expected
to have a material adverse effect on the Wider PHC
Group;
(iv) no contingent or
other liability having arisen or become apparent to Bidco or
increased other than in the ordinary course of business which is
reasonably likely to affect adversely the business, assets,
financial or trading position or profits of any member of the Wider
PHC Group to an extent which is material in the context of the
Wider PHC Group, taken as a whole;
(v) no steps having
been taken and no omissions having been made which result in or
which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider PHC Group which is necessary for the proper
carrying on of its business and the withdrawal, cancellation,
termination or modification of which would reasonably be expected
to have a material adverse effect on the Wider PHC Group, taken as
a whole; and
(vi) no member of the
Wider PHC Group having conducted its business in material breach of
any applicable laws and regulations which, in any case, is material
in the context of the Wider PHC Group; and
No
discovery of certain matters regarding information and liabilities,
corruption, intellectual property and environmental
liabilities
(h)
except as Disclosed, Bidco not having discovered
that:
(i) any
financial, business or other information concerning the Wider PHC
Group announced publicly and delivered by or on behalf of PHC
through a Regulatory Information Service prior to the date of this
Announcement is materially misleading, contains a misrepresentation
of any fact, or omits to state a fact necessary to make that
information not misleading (and which was not subsequently publicly
corrected before the date of this Announcement or otherwise to PHC
or its professional advisers);, in any such case which is material
and adverse in the context of the Wider PHC Group, taken as a whole
or in the context of the Acquisition;
(ii) any member of
the Wider PHC Group, otherwise than in the ordinary course of
business, is subject to any material liability, contingent or
otherwise, and which is material and adverse in the context of the
Wider PHC Group, taken as a whole or in the context of the
Acquisition;
(iii) any past or
present member, director, officer or employee of the Wider PHC
Group, or any other person for whom any such person is legally
liable or responsible, has, in a manner that would cause any member
of the Wider PHC Group to be liable for such actions, not complied
with the OECD Convention on Combating Bribery of Foreign Public
Officials in International Business Transactions and any laws
implementing the same, the UK Bribery Act 2010 and/or the US
Foreign Corrupt Practices Act of 1977;
(iv) any past or present
member, director, officer or employee of the Wider PHC Group, or
any other person for whom any such person is legally liable or
responsible, has, in a manner that would cause any member of the
Wider PHC Group to be liable for such actions, engaged in any
business with or made any investment in, or made any payments to:
(A) any government, entity or individual with which US or EU
persons are prohibited from engaging in activities or doing
business by US or EU laws or regulations, including the economic
sanctions administered by the United States Office of Foreign
Assets Control or HM Treasury & Customs, or (B) any government,
entity or individual targeted by any of the economic sanctions of
the United Nations or the European Union or any of their respective
member states;
(v) any asset of any
member of the Wider PHC Group constitutes criminal property as
defined by section 340(3) of the Proceeds of Crime Act 2002
(but disregarding paragraph (b) of that definition);
(vi) no circumstance
having arisen or event having occurred in relation to any
intellectual property owned, used or licensed by the Wider PHC
Group, including: (A) any member of the Wider PHC Group losing its
title to any intellectual property or any intellectual property
owned by the Wider PHC Group which is material to the operation of
the business of the Wider PHC Group being revoked, cancelled or
declared invalid, (B) any agreement regarding the use of any
intellectual property licensed to or by any member of the Wider PHC
Group being terminated or varied, or (C) any claim being filed
suggesting that any member of the Wider PHC Group infringed the
intellectual property rights of a third party or any member of the
Wider PHC Group being found to have infringed the intellectual
property rights of a third party, in each case, which is material
and adverse in the context of the Wider PHC Group, taken as a whole
or in the context of the Acquisition; or
(vii) in relation to any
use, treatment, handling, storage, carriage, release, emission,
accumulation, discharge, disposal, spillage, or other similar
circumstance which has impaired or is likely to impair the
environment (including property) or harmed or is likely to harm the
health of humans, animals or other living organisms or eco-systems,
any past or present member of the Wider PHC Group, in a manner or
to an extent which would or might reasonably be expected to cause
any member of the Wider PHC Group to be liable for such actions and
is material and adverse in the context of the Wider PHC Group,
taken as a whole or in the context of the Acquisition: (A) has
committed any violation of any applicable laws, statutes,
regulations, Authorisations, notices or other requirements of any
Third Party giving rise to a material liability; and/or (B) has
incurred any material liability (whether actual or contingent) to
any Third Party; and/or (C) is likely to incur any material
liability (whether actual or contingent), or is required, to make
good, remediate, repair, re-instate or clean up the environment
(including any property) in each case of (A), (B) or (C) which such
liability or requirement would be material to the Wider PHC Group,
taken as a whole or in the context of the Acquisition;
or
(viii)
circumstances exist (whether as a result of the making of the
Acquisition or otherwise) which would be reasonably likely to lead
to any Third Party instituting, or whereby any member of the Wider
PHC Group would be likely to be required to institute, an
environmental audit or take any other steps which would in any such
case be reasonably likely to result in any liability (whether
actual or contingent) to improve, modify existing or install new
plant, machinery or equipment or carry out changes in the processes
currently carried out or make good, remediate, repair, re-instate
or clean up any land or other asset currently or previously owned,
occupied or made use of by any past or present member of the Wider
PHC Group (or on its behalf) or by any person for which a member of
the Wider PHC Group is or has been responsible, or in which any
such member may have or previously have had or be deemed to have
had an interest which is material and adverse in the context of the
Wider PHC Group taken as a whole or in the context of the
Acquisition.
(i) Part B:
Waiver and invocation of the Conditions
1. Subject to
the requirements of the Takeover Panel, and in accordance with the
Code and to the extent permitted by law, Bidco reserves the right
in its sole discretion to waive, in whole or in part:
(a) all or any of
the Conditions set out in Part A of this Appendix I except
Conditions 1, 2(a)(i),
2(b)(i) and
2(c)(i) which cannot be waived;
and
(b) the deadlines in
any of Conditions 2(a)(ii), 2(b)(ii) and
2(c)(ii). If such deadline is
not met, Bidco shall make an announcement by 8.00 a.m. on the
Business Day following such deadline confirming whether it has
invoked or waived the relevant Condition, or agreed with PHC to
extend the relevant deadline in relation to the relevant
Condition.
2. The
Conditions set out in paragraphs 2
and 3 (inclusive) of Part A of this Appendix I must be fulfilled or
waived (to the extent capable of waiver) by no later than the
appointed time of the Sanction Hearing. The Acquisition will lapse
if it does not become Effective by 23:59 p.m. on the Long Stop
Date. Bidco shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or treat as
fulfilled any of Conditions 3(a) to 3(h) of Part A of this Appendix
I by a date earlier than the latest date for the fulfilment or
waiver of that Condition specified above, notwithstanding that the
other Conditions may at such earlier date have been waived or
fulfilled and that there are, at such earlier date, no
circumstances indicating that any Condition may not be capable of
fulfilment.
3.
Subject to paragraph 4 below, under Rule 13.5(a) of the
Code, Bidco may only invoke a Condition so as to cause the
Acquisition and/or the Scheme not to proceed, to lapse or so as to
cause any Takeover Offer to lapse or be withdrawn to be withdrawn
with the consent of the Takeover Panel. The Takeover Panel will
normally only give its consent if the circumstances which give rise
to the right to invoke the Condition are of material significance
to Bidco in the context of the Acquisition. This will be
judged by reference to the facts of each
case at the time that the relevant circumstances arise.
4.
Conditions 1 and 2 of Part
A of this Appendix I (and, if applicable, any Takeover Offer
acceptance condition adopted on the basis specified in Part C of
this Appendix I) will not be subject to Rule 13.5(a) of the
Code.
5. Each of the
Conditions shall be regarded as a separate Condition and shall not
be limited by reference to any other Condition.
Part C: Implementation by way of a Takeover
Offer
1. If the
Takeover Panel requires Bidco to make a Takeover Offer for any PHC
Shares under the provisions of Rule 9 of the Code, Bidco may make
such alterations to the Conditions and further terms of the
Acquisition as are necessary to comply with the provisions of that
Rule.
2. Bidco
reserves the right to elect (with the consent of the Takeover
Panel, if required) to implement the Acquisition by way of a
Takeover Offer as an alternative to the Scheme. In such event, the
Takeover Offer will be implemented on the same terms and
conditions, or, if Bidco so decides (with the consent of the
Takeover Panel), on such terms being no less favourable,, as those
which would apply to the Scheme (subject to appropriate amendments
for an acquisition being made by way of a Takeover Offer). The
acceptance condition would be set at 90 per cent. of the shares to
which such Takeover Offer relates (or such lesser percentage, being
more than 50 per cent., as Bidco may decide with the consent of the
Takeover Panel). Further, if sufficient
acceptances of such Takeover Offer are received and/or sufficient
PHC Shares are otherwise acquired, it is the intention of Bidco to
apply the provisions of the Companies Act to acquire compulsorily
any outstanding PHC Shares to which such offer relates. In the
event that the Acquisition is implemented by way of a Takeover
Offer, the acceptance condition shall not be capable of being
satisfied until all of the other conditions to the Takeover Offer
have either been satisfied or (if capable of waiver)
waived.
Part D: Certain further terms of the
Acquisition
1. Bidco
reserves the right to implement the Acquisition through any other
entity owned by PI from time to time.
2. The PHC
Shares shall be acquired by Bidco, pursuant to the Acquisition,
fully paid and free from all liens, equitable interests, charges,
encumbrances, rights of pre-emption and any other third party
rights and interests whatsoever and together with all rights
existing at the Announcement Date or thereafter attaching thereto,
including (without limitation) the right to receive and retain, in
full, all dividends and other distributions (if any) declared,
made, paid or payable or any other return of capital or value
(whether by way of reduction of share capital or share premium
account or otherwise) made in each case by reference to a record
date falling on or after the Effective Date.
3. If, subject
to the terms of the Scheme, on or after the Announcement Date and
before the Effective Date, any dividend and/or distribution and/or
other return of capital or value is authorised, announced,
declared, made or paid or becomes payable in respect of the PHC
Shares, and with a record date on or prior to the Effective Date,
Bidco reserves the right (without prejudice to any right of Bidco,
with the consent of the Panel, to invoke the Condition set out in
paragraph 3(f)(ii) of Part A to this Appendix 1) to reduce the
consideration payable under the Acquisition in respect of each PHC
Share by the aggregate amount of all or part of any such dividend
and/or other distribution and/or other return of capital or value.
If Bidco, acting with the consent of the Takeover Panel, exercises
this right or makes such a reduction in respect of a dividend or
other distribution, PHC Shareholders will be entitled to receive
and retain that dividend or other distribution. Any exercise by
Bidco of its rights referred to in this paragraph
3 shall be the subject of
an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the
Acquisition. .
4. The
availability of the Acquisition to persons not resident in the
United Kingdom 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 and any PHC
Shareholders who are not resident in the United Kingdom will need
to inform themselves about and observe any applicable
requirements.
5. Unless
otherwise determined by Bidco or required by the Code and permitted
by applicable law and regulations, the Acquisition is not being,
and will not be, made, directly or indirectly, in, into or by the
use of the mails of, or by any other means or instrumentality
(including, but not limited to, facsimile, email 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 will
not be capable of acceptance by any such use, means,
instrumentality or facility or from within any Restricted
Jurisdiction.
6. The
Acquisition will be subject, amongst other things, to the
Conditions and certain further terms which are set out in this
Appendix I and those terms which will be set out in the Scheme
Document and will be subject to the applicable requirements of, and
such further terms as may be required to comply with, the AIM Rules
and the provisions of the Code and any requirement of the Takeover
Panel, the London Stock Exchange, the FCA and the Registrar of
Companies.
7. This
Announcement and any rights or liabilities arising hereunder, the
Acquisition, the Scheme and the Forms of Proxy will be governed by
English law and will be subject to the jurisdiction of the English
courts.