TIDMCHW
RNS Number : 8340A
Bell Bidder Limited
01 October 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
1 October 2015
RECOMMENDED CASH OFFER
for
Chime Communications plc ("Chime") by
Bell Bidder Limited ("Bidco")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006 (the "Scheme")
On 30 September 2015, Bidco (as borrower) entered into a senior
facilities agreement (the "SFA") with, among others, Barclays Bank
PLC, BNP Paribas Fortis S.A., N.V., HSBC Bank plc, ING Bank, N.V.
London Branch, Mizuho Bank, Ltd, Natixis, RBC Europe Limited and
The Royal Bank of Scotland plc as agent for National Westminster
Bank plc as arrangers, HSBC Bank plc as agent and HSBC Corporate
Trustee Company (UK) Limited as security agent in connection with
the recommended cash offer for Chime by Bidco.
In accordance with Rule 26 of the City Code on Takeovers and
Mergers (the "Code"), copies of the SFA and certain related
documents will be available on Chime's website at
http://chimeplc.com/.
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be available on Chime's website at
http://chimeplc.com/.
Further, Bidco confirms that all anti-trust clearances which are
conditions to the Scheme have now been obtained.
Enquiries:
Chime Communications
plc
Lord Davies of Abersoch
Christopher Satterthwaite
Mark Smith +44 (0)20 7096 5888
WPP (Media enquiries) +44 (0) 20 7408 2204
Feona McEwan
Chris Wade
Richard Oldworth (Buchanan) +44 (0) 20 7466 5000
Robey Warshaw LLP (Financial
adviser to Bidco)
Simon Robey
Simon Warshaw
Philip Apostolides +44 (0) 20 7317 3900
Moelis & Company UK LLP
(Financial adviser and
Rule 3 adviser to Chime)
Geoffrey Austin
Liam Beere
Anthony Doeh +44 (0) 207 634 3500
HSBC Bank plc (Financial
adviser to Chime)
Charles Packshaw
James Simpson
Keith Welch +44 (0) 207 991 8888
Numis Securities Limited
(Corporate broker to
Chime)
Christopher Wilkinson +44 (0) 207 260 1000
Sard Verbinnen & Co (Public
relations adviser to
Bidco and Providence)
Jonathan Doorley
Conrad Harrington +44 (0) 20 3178 8914
Bell Pottinger (Public
relations adviser to
Chime)
James Henderson
Victoria Geoghegan +44 (0) 20 3772 2562
Robey Warshaw LLP ("Robey Warshaw") is authorised and regulated
by the Financial Conduct Authority in the UK. Robey Warshaw is
acting exclusively as financial adviser to Bidco and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Bidco for providing the protections afforded to
clients of Robey Warshaw nor for providing advice in connection
with the Acquisition or any matter referred to herein.
Moelis & Company UK LLP ("Moelis & Company") is
authorised and regulated by the Financial Conduct Authority in the
UK. Moelis & Company is acting exclusively as financial adviser
to Chime and no one else in connection with the Acquisition and
will not be responsible to anyone other than Chime for providing
the protections afforded to clients of Moelis & Company nor for
providing advice in connection with the Acquisition or any matter
referred to herein. Neither Moelis & Company nor any of its
subsidiaries, branches or 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 Moelis & Company in connection
with this Announcement, any statement contained herein, the
Acquisition or otherwise.
HSBC Bank plc, which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting as financial adviser to Chime and for no-one else in
connection with the Acquisition and will not be responsible to
anyone other than Chime for providing the protections afforded to
its clients nor for providing advice in connection with the
Acquisition or any matter referred to herein.
Numis Securities Limited ("Numis"), which is authorised and
regulated by the Financial Conduct Authority, is acting as broker
to Chime and for no one else in connection with the Acquisition and
will not be responsible to anyone other than Chime for providing
the protections afforded to clients of Numis or for providing
advice in relation to or in connection with the Acquisition or any
matter referred to herein.
IMPORTANT NOTICES
This Announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme Document (as supplemented by
this Announcement) or any document by which the Acquisition is made
which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Scheme. Any decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information
contained in the Scheme Document (as supplemented by this
Announcement).
This Announcement has been prepared for the purpose of complying
with the laws of England and Wales 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.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
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 other
jurisdictions should inform themselves of, and observe, any
applicable requirements. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Chime Shares
with respect to the Scheme at the Court Meeting, or to execute and
deliver forms of proxy appointing another to vote at the Court
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located.
The Acquisition relates to shares of a UK company and is
proposed to be effected by means of a scheme of arrangement under
English law. The scheme of arrangement will relate to the shares of
a UK company that is a "foreign private issuer" as defined under
Rule 3b-4 under the Exchange Act. A transaction effected by means
of a scheme of arrangement is not subject to proxy solicitation or
tender offer rules under the Exchange Act. 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 and tender offer rules. Financial information included
in the relevant documentation will have been prepared in accordance
with accounting standards applicable to the UK that may not be
comparable to the financial statements of US companies.
Unless otherwise determined by 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 jurisdiction where to do so would violate the laws in that
jurisdiction (each, a "Restricted Jurisdiction") and no person may
vote in favour of the Acquisition by any such use, means,
instrumentality or from within a Restricted Jurisdiction if to do
so would constitute a violation of the laws of 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 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 Chime 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.
Forward-looking statements
This Announcement contains statements about Bidco and Chime that
are or may be forward-looking statements. All statements other than
statements of historical facts included in this Announcement may be
forward-looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Bidco's or Chime's operations and potential synergies resulting
from the Acquisition; and (iii) the effects of government
regulation on Bidco's or Chime's business.
(MORE TO FOLLOW) Dow Jones Newswires
October 01, 2015 02:00 ET (06:00 GMT)
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