TIDMCHU
RNS Number : 2377G
Chaucer Holdings PLC
09 May 2011
9 May 2011
Chaucer Holdings PLC ("Chaucer" or the "Company")
Update on recommended cash acquisition of Chaucer by The
Hanover
A letter from the Company's chairman containing the following
information regarding the recommended cash acquisition of Chaucer
by The Hanover was posted to the shareholders of the Company on 6
May 2011:
"Dear Chaucer Shareholder
I wrote to you on 21 April 2011 enclosing a copy of a press
release dated 20 April 2011 (the Announcement) in relation to the
recommended cash acquisition of Chaucer by a wholly owned
subsidiary of The Hanover Insurance Group, Inc. (the Hanover) (the
Acquisition).
Under the terms of the Acquisition, Chaucer shareholders will
receive 53.3 pence in cash for each Chaucer share and those who
were on the register on 6 May 2011 will receive 2.7 pence in cash
for each Chaucer share as a final dividend for the year ended 31
December 2010.
Since the Announcement, we have been preparing the circular to
be sent to you which, inter alia, gives details of the Acquisition
and the scheme of arrangement (the Scheme) by which the Acquisition
is being implemented and notice of the Court Meeting and Chaucer
General Meeting which are required to be held as part of the
Scheme. In the Announcement, it was confirmed that the Chaucer
Directors, who have been so advised by Kinmont Limited and Willis
Capital Markets & Advisory, consider the terms of the
Acquisition to be fair and reasonable. In providing their advice,
Kinmont and Willis Capital Markets & Advisory have taken into
account the commercial assessment of the Chaucer Directors.
Accordingly, and after consultation with major Chaucer
shareholders, the Chaucer Directors will unanimously recommend to
Chaucer Shareholders to vote in favour of the Scheme at the Court
Meeting and the Chaucer General Meeting Resolutions at the Chaucer
General Meeting.
The members of the Board who are Chaucer Shareholders have
irrevocably committed to vote in favour of the Scheme at the Court
Meeting and the Chaucer General Meeting Resolutions at the Chaucer
General Meeting in respect of all the Chaucer Shares over which
they control the voting rights now amounting to, in aggregate,
7,791,792 Chaucer Shares representing approximately 1.42 per cent.
of the existing issued share capital of Chaucer.
The Hanover has received irrevocable undertakings from Aberdeen
Asset Managers Limited, Aberforth Partners LLP, Artemis Investment
Management LLP, BlackRock Investment Management (UK) Limited,
Henderson Global Investors Limited, J.O. Hambro Capital Management
Limited, Moore Capital Management LP and Toscafund Asset Management
LLP to vote in favour of the Scheme at the Court Meeting and the
Chaucer General Meeting Resolutions at the Chaucer General Meeting
in respect of, in aggregate, 116,629,886 Chaucer Shares,
representing approximately 21.28 per cent. of the existing issued
share capital of Chaucer.
In addition, The Hanover has received a letter of intent from
Aberdeen Asset Managers Limited to vote in favour of the Scheme at
the Court Meeting and the Chaucer General Meeting Resolutions at
the Chaucer General Meeting in respect of 4,996,109 Chaucer Shares,
representing approximately 0.91 per cent. of the existing issued
share capital of Chaucer.
In total, therefore, The Hanover has received irrevocable
undertakings and a letter of intent to vote in favour of the Scheme
at the Court Meeting and the Chaucer General Meeting Resolutions at
the Chaucer General Meeting in respect of 129,417,787 Chaucer
Shares representing approximately 23.61 per cent. of the existing
issued share capital of Chaucer.
We expect to post the circular to you next week. You are advised
to read the whole of the circular, which will contain the full
terms and conditions of the Acquisition, and not rely solely on
information contained in this letter. Your Board is conscious that
the circular is lengthy and technical in nature. To help
shareholders with the content of the circular and the related
voting procedures a helpline will be available from the date of
publication of the circular for Chaucer Shareholders on 0800 288
9412 or +44 20 8045 7426 if calling from outside the UK (Calls to
the 0800 288 9412 number are free from a BT landline. Other network
providers' costs may vary. Lines will be open from 9.00 a.m. to
6.00 p.m. (London time) Monday to Friday (except UK public
holidays). Calls to the helpline from outside the UK will be
charged at the applicable international rate. Different charges may
apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes.) The
helpline will be available to answer questions regarding the
circular, the meetings or the completion and return of the forms of
proxy. However, it cannot provide advice on the merits of the
Acquisition nor give any financial, legal or tax advice.
It is important that all shareholders have the opportunity to
consider the Scheme and record their vote. If you have not received
a set of documents by 18 May 2011 please contact Chaucer's
registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing,
West Sussex BN99 6DA, or the helpline by telephoning the numbers
above, and we will arrange for another set to be sent to you.
Yours sincerely
Martin Gilbert
Chairman
Terms and expressions used in this letter and not otherwise
defined have the meanings given in the Announcement.
This letter is not intended to and does not constitute, or form
part of, any offer to sell or subscribe for or an 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, nor shall there be any sale, issuance or transfer of
securities of Chaucer in any jurisdiction in contravention of
applicable law. The Acquisition will be made solely by means of the
Scheme Circular, which will contain the full terms and conditions
of the Acquisition, including details of how to vote in favour of
the Acquisition. Any vote in respect of the Acquisition should be
made only on the basis of information in the Scheme Circular.
Chaucer Shareholders are advised to read the formal documentation
in relation to the Acquisition carefully, once it has been
dispatched.
Whether or not certain Chaucer Shares are voted at the Court
Meeting or the Chaucer General Meeting, if the Scheme becomes
Effective, those Chaucer Shares will be cancelled pursuant to the
Scheme in return for the payment of 53.3 pence in cash per Chaucer
Share.
Kinmont, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
Chaucer and for no-one else in connection with the Acquisition and
will not be responsible to any person other than Chaucer for
providing the protections afforded to clients of Kinmont, nor for
providing advice in relation to the Acquisition or any other
matters referred to herein. Kinmont has given and not withdrawn its
consent to the issue of this document with the inclusion of
references to its name in the form and context in which it
appears.
Willis Capital Markets & Advisory, which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Chaucer and for no-one else in
connection with the Acquisition and will not be responsible to any
person other than Chaucer for providing the protections afforded to
clients of Willis Capital Markets & Advisory, nor for providing
advice in relation to the Acquisition or any other matters referred
to herein. Willis Capital Markets & Advisory has given and not
withdrawn its consent to the issue of this document with the
inclusion of references to its name in the form and context in
which it appears.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
Chaucer and for no-one else in connection with the Acquisition and
will not be responsible to any person other than Chaucer for
providing the protections afforded to clients of Numis, nor for
providing advice in relation to the Acquisition or any other
matters referred to herein.
Notice to US holders of Chaucer Shares
The Scheme relates to the shares of an English company that is a
"foreign private issuer" as defined under Rule 3b-4 under the US
Exchange Act and will be governed by English law. Neither the proxy
solicitation rules nor the tender offer rules under the US Exchange
Act will apply to the Scheme. Moreover, the Scheme will be subject
to the disclosure requirements and practices applicable in the UK
to schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules. Financial information included or referred to in the Scheme
Circular, or which may be incorporated by reference into the Scheme
Circular, has been or will have been prepared in accordance with
accounting standards applicable in the UK that may not be
comparable to the accounting standards applicable to financial
statements of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the US. If The Hanover elects to implement the
acquisition of the Chaucer Shares by way of an Offer, the Offer
will be made in compliance with applicable securities laws and
regulations.
Chaucer is organised under the laws of England. The majority of
the officers and directors of Chaucer are residents of countries
other than the United States. It may not be possible to sue Chaucer
in a non-US court for violations of US securities laws. It may be
difficult to compel Chaucer and its respective affiliates to
subject themselves to the jurisdiction and judgment of a US
court.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, The Hanover or its nominees, or
its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase Chaucer Shares outside of
the United States, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes Effective,
lapses or is otherwise withdrawn. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to the Regulatory
Information Service of the London Stock Exchange and will be
available on the London Stock Exchange website at
http://www.londonstockexchange.com/prices-and-news/pricesnews/home.htm.
Overseas Shareholders
The availability of the Acquisition or the distribution of this
letter to Chaucer Shareholders who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdictions
in which they are located or of which they are citizens. Such
persons should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdictions. Chaucer
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent professional adviser in the
relevant jurisdiction without delay. Further details in relation to
overseas shareholders will be contained in the Scheme Circular.
Forward-looking statements
This letter, oral statements made regarding the Acquisition and
other information published by The Hanover and/or BidCo and/or
Chaucer or their respective affiliates may contain certain
statements that are or may be forward-looking. These statements are
based on the current expectations of the management of The Hanover
and/or BidCo and/or Chaucer (as applicable) and are naturally
subject to uncertainty and changes in circumstances. The
forward-looking statements contained herein may include statements
about the expected effects of the Acquisition, the expected timing
and scope of the Acquisition, anticipated earnings enhancements,
estimated cost savings and other synergies, costs to be incurred in
achieving synergies, potential disposals and other strategic
options and all other statements in this letter other than
historical facts. Forward-looking statements include, without
limitation, statements that typically contain words such as:
"will", "may", "should", "could", "continue", "believes",
"expects", "intends", "estimates", "anticipates", "aims",
"targets", "plans" and "forecasts" or words of similar import. The
forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks
and uncertainties relate to factors that are beyond the ability of
the person making the statement to control or estimate precisely,
such as future market conditions and the behavior of other market
participants. Other unknown or unpredictable factors could also
cause actual results to differ materially from those in the forward
looking statements. Therefore investors should not place undue
reliance on such statements as a prediction of actual results. The
Hanover, BidCo and Chaucer and their respective affiliates assume
no obligation and do not intend to update these forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required pursuant to applicable law.
Responsibility
The Chaucer Directors accept responsibility for the information
contained in this letter. To the best of the knowledge and belief
of the
Chaucer Directors (who have taken all reasonable care to ensure
that such is the case), such information is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is "interested"
(directly or indirectly) in one per cent. or more of any class of
relevant securities of an offeree company or of any paper 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 paper offeror is first identified.
An "Opening Position Disclosure" must contain details of the
person's interests and short positions in, and rights to subscribe
for, any "relevant securities" of each of (i) the offeree company
and (ii) any paper offeror. An "Opening Position Disclosure" by a
person to whom Rule 8.3(a) of the Code applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a paper 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 one per cent. or more of any class of "relevant
securities" of the offeree company or of any paper offeror must
make a "Dealing Disclosure" if the person deals in any "relevant
securities" of the offeree company or of any paper offeror. A
"Dealing Disclosure" must contain details of the "dealing"
concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8 of the
Code. A "Dealing Disclosure" by a person to whom Rule 8.3(b) of the
Code applies must be made by no later than 3.30 p.m. (London time)
on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
"interest" in "relevant securities" of an offeree company or a
paper 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0) 20
7638 0129.
Terms in quotation marks are defined in the Code, which can also
be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule
8 of the Code, you should contact an independent financial adviser
authorized by the FSA under FSMA or consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone
number +44 (0) 20 7638 0129."
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPBUGDUDUGBGBC
Chaucer Hldgs (LSE:CHU)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024
Chaucer Hldgs (LSE:CHU)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024
