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CHARLES TAYLOR PLC : - De-listing and cancellation of trading
|01/22/2020 | 03:23am|
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
22 January 2020
RECOMMENDED CASH ACQUISITION
CHARLES TAYLOR PLC (“CHARLES TAYLOR”)
JEWEL BIDCO LIMITED (“LMP BIDCO”)
a company formed on behalf of funds advised by Lovell Minnick Partners LLC and its affiliates (“Lovell Minnick”) to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
DE-LISTING AND CANCELLATION OF TRADING OF CHARLES TAYLOR PLC
On 19 September 2019, the boards of Charles Taylor and LMP Bidco announced that they had reached agreement on terms of a recommended all cash acquisition of the entire issued and to be issued share capital of Charles Taylor by LMP Bidco (the “Acquisition”) at a price of 315 pence in cash for each Charles Taylor Share, to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the “Scheme”). The scheme document in relation to the Acquisition was posted to Charles Taylor Shareholders on 16 October 2019 (the “Scheme Document”).
On 8 November 2019, the boards of Charles Taylor and LMP Bidco announced that they had agreed an increased offer price of 345 pence in cash for each Charles Taylor Share (the “Increased Offer”). A supplementary scheme document in relation to the Increased Offer (the “Supplementary Scheme Document”), was posted to Charles Taylor Shareholders on 13 November 2019.
Further to the announcement made by Charles Taylor and LMP Bidco on 21 January 2020 that the Scheme has become effective in accordance with its terms, Charles Taylor confirms that the listing of Charles Taylor Shares on the premium listing segment of the Official List of the FCA and the admission to trading of Charles Taylor Shares on the London Stock Exchange’s main market for listed securities have been cancelled, in each case with effect from 8.00 a.m. (London time) today.
Full details of the Acquisition are set out in the Scheme Document and Supplementary Scheme Document. Capitalised terms used but not defined in this announcement (the “Announcement”) have the meanings given to them in the Scheme Document.
|Charles Taylor plc||+44 (0) 20 3320 8888|
|David Marock, Group CEO|
|Richard Yerbury, Group Corporate Development and Operations Director|
|Rothschild & Co||+44 (0) 20 7280 5000|
|(Financial adviser to Charles Taylor)|
|Liberum||+44 (0) 20 3100 2222|
|(Corporate broker to Charles Taylor)|
|Lovell Minnick and LMP Bidco||+1 610 995 9660|
|RBC Capital Markets||+44 (0) 20 7653 4000|
|(Financial adviser to Lovell Minnick and LMP Bidco)|
|Newgate Communications||+44 (0) 20 3757 6880|
|(Financial PR adviser to Charles Taylor)|
|Camarco||+44 (0) 20 3757 4989|
|(Financial PR adviser to Lovell Minnick and LMP Bidco)|
Debevoise & Plimpton LLP is providing legal advice to Lovell Minnick and LMP Bidco. Davis Polk & Wardwell London LLP is providing legal advice to Charles Taylor.
Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Charles Taylor and for no one else in connection with the Acquisition and will not be responsible to anyone other than Charles Taylor for providing the protections afforded to its clients, nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.
Liberum, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Charles Taylor and for no one else in connection with the Acquisition and will not be responsible to anyone other than Charles Taylor for providing the protections afforded to its clients, nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.
RBC Capital Markets is the trading name for RBC Europe Limited, which is authorised by the PRA and regulated by the FCA and the PRA and is a subsidiary of Royal Bank of Canada. RBC Capital Markets is acting exclusively for Lovell Minnick and LMP Bidco and for no one else in connection with the Acquisition and will not be responsible to anyone other than Lovell Minnick and LMP Bidco for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The Acquisition will be made solely by means of the Scheme Document and the Supplementary Scheme Document.
This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
Charles Taylor and LMP Bidco urge Charles Taylor Shareholders to read the Scheme Document and the Supplementary Scheme Document because they contain important information relating to the Acquisition.
Each Charles Taylor Shareholder is advised to consult its independent professional adviser regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.
The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to the Overseas Shareholders are contained in the Scheme Document and the Supplementary Scheme Document. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
The Acquisition relates to shares of a UK company effected by means of a scheme of arrangement under the laws of England and Wales. Neither the US proxy solicitation rules nor the tender offer rules under the US Exchange Act apply to the Acquisition. Accordingly, the Acquisition is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules.
None of the securities referred to in this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this Announcement. Any representation to the contrary is a criminal offence in the United States.
Charles Taylor’s financial statements, and all financial information that is included in this Announcement, or that is included in the Scheme Document or the Supplementary Scheme Document, have been prepared in accordance with international financial reporting standards, which differ in certain respects from US generally acceptable accounting principles, and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.
Unless otherwise determined by LMP Bidco or required by the Code and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
The availability of the Acquisition to Charles Taylor Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
The Acquisition is subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.