TIDMCPR
RNS Number : 6046U
Carpetright PLC
26 November 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE OR VIOLATION OF THE RELEVANT LAWS
OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
LEI: 213800GO32BSNNHXID90
26 November 2019
RECOMMED CASH ACQUISITION
OF
Carpetright plc ("carpetright")
BY
meditor Holdings limited ("mhl")
(a company incorporated for this purpose by Meditor European
Master Fund Limited)
Publication of Scheme Document
On 15 November 2019, the boards of Carpetright and MHL announced
that they had reached agreement on the terms of a recommended cash
offer pursuant to which MHL would acquire the entire issued and to
be issued ordinary share capital of Carpetright (save for the
Excluded Shares) (the "Acquisition"). The Acquisition is being
implemented by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").
The board of Carpetright announces that it is today publishing
and sending to Carpetright Shareholders a circular in relation to
the Acquisition (the "Scheme Document") setting out, amongst other
things, the full terms and conditions of the Scheme, an explanatory
statement pursuant to section 897 of the Companies Act 2006, an
expected timetable of principal events, notices of the Court
Meeting and General Meeting and details of the actions to be taken
by Carpetright Shareholders, together with Forms of Proxy for the
Court Meeting and the General Meeting. Carpetright is also sending
in due course details of proposals to be made in connection with
the Scheme to participants in the Share Incentive Schemes.
Capitalised terms used in this announcement ("Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document.
Copies of this Announcement and the Scheme Document will be made
available (subject to certain restrictions relating to persons in
Restricted Jurisdictions) on Carpetright's website at:
https://www.carpetright.plc.uk/investors/ up to and including the
Scheme Effective Date. The contents of Carpetright's website are
not incorporated into, and do not form part of, this Announcement.
A copy of the Scheme Document (together with a copy of any related
documents which are required to be so filed) will shortly be
submitted to the National Storage Mechanism and will be available
for inspection at: http://www.morningstar.co.uk/uk/NSM.
Notices of the Court Meeting and General Meeting
As further detailed in the Scheme Document, to become Effective,
the Scheme must be approved by a majority in number of the Scheme
Shareholders voting at the Court Meeting, either in person or by
proxy, representing at least 75 per cent. in value of the Scheme
Shares voted. In addition, the Special Resolution must be passed by
the requisite majority at the General Meeting.
Notices convening the Court Meeting and General Meeting for 3.30
p.m. and 3.40 p.m. respectively (or, if later, as soon as the Court
Meeting has been concluded or adjourned) on 18 December 2019 to be
held at the offices of Travers Smith LLP, 10 Snow Hill, London,
EC1A 2AL are set out in the Scheme Document. Forms of Proxy for use
at such Meetings are enclosed with the Scheme Document.
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair and reasonable representation of Scheme Shareholder opinion.
Carpetright Shareholders are therefore strongly urged to submit
their Forms of Proxy (or the electronic equivalent) (once received)
as soon as possible in accordance with the instructions for so
doing.
Timetable
The current expected timetable of principal events for the
implementation of the Scheme is set out in the Scheme Document and
is also attached as an Appendix to this Announcement. If any of the
key dates set out in the expected timetable change, an announcement
will be made through a Regulatory Information Service.
Enquiries:
Carpetright plc Tel: 01708 802000
Wilf Walsh, Chief Executive
Officer
Jeremy Simpson, Chief Financial
Officer
Peel Hunt LLP Tel: 020 7418 8900
(Financial Adviser to Carpetright)
Dan Webster
George Sellar
Michael Nicholson
Al Rae
Citigate Dewe Rogerson Tel: 020 7638 9571
(Financial PR)
Kevin Smith
Nick Hayns
Important notices relating to financial advisers
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Carpetright and for no one else in connection with the
Acquisition, the contents of this Announcement or any other matter
referred to in this Announcement and will not be responsible to
anyone other than Carpetright for providing the protections
afforded to its clients nor for providing advice in relation to the
Acquisition, the contents of this Announcement or any other matters
referred to in this Announcement.
Further information
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,
or the solicitation of any vote or approval in any jurisdiction,
pursuant to the Acquisition or otherwise. The Acquisition shall be
made solely by means of the Scheme Document or any document by
which the Acquisition is made which shall contain the full terms
and Conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any vote in respect of the Scheme or
other response in relation to the Acquisition should be made only
on the basis of the information contained in the Scheme
Document.
This Announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange,
the Listing Rules 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 and
regulations of any jurisdictions outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons into whose
possession this Announcement comes should inform themselves about
and observe such restrictions.
Unless otherwise determined by MHL or required by the Code, and
permitted by applicable law and regulation, the Acquisition shall
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 and no person may vote in favour of the Scheme by
any such means from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction. Accordingly, copies of this Announcement and
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 Carpetright 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. 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 shall be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange and the Financial
Conduct Authority. Further details in relation to Overseas
Shareholders are contained in paragraph 14 of Part 2 (Explanatory
Statement) of the Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Additional information for US investors
Carpetright Shareholders in the United States should note that
the Acquisition relates to the securities of a UK company and is
proposed to be effected by means of a scheme of arrangement under
English law. This Announcement, the Scheme Document and certain
other documents relating to the Acquisition have been or will be
prepared in accordance with English law, the Code and UK disclosure
requirements, format and style, all of which differ from those in
the United States. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act. Accordingly, the
Acquisition is subject to the disclosure requirements of and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements of the
United States tender offer and proxy solicitation rules. If, in the
future, MHL exercises the right to implement the Acquisition by way
of a Takeover Offer and determines to extend the offer into the
United States, the Acquisition will be made in compliance with
applicable United States laws and regulations, including any
applicable exemptions under the US Exchange Act.
Carpetright's financial statements, and all financial
information that is included in the Scheme Document, or any other
documents relating to the Acquisition, have been or will be
prepared in accordance with International Financial Reporting
Standards or other reporting standards or accounting practice which
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.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Carpetright Shares
pursuant to the Scheme will likely be a taxable transaction for
United States federal income tax purposes and under applicable
United States state and local, as well as foreign and other, tax
laws. Each Carpetright Shareholder is urged to consult his
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to that Carpetright
Shareholder.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since MHL and
Carpetright are located in countries other than the US, and some or
all of their officers and directors may be residents of countries
other than the US. US holders may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
In accordance with normal UK practice and consistent with Rule
14e-5(b) of the US Exchange Act, MHL, certain affiliated companies
and their nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Carpetright
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. 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 or arrangements
to purchase will be disclosed as required in the United Kingdom,
will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com.
Forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by or concerning
Meditor Group and/or Carpetright Group contain statements about
Meditor Group and/or Carpetright Group that are or may be deemed to
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
Meditor Group's or Carpetright Group's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of
government regulation on Meditor Group's and/or Carpetright Group's
business.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. These
factors include, but are not limited to, the satisfaction of the
conditions to the Acquisition, as well as additional factors, such
as changes in political and economic conditions, changes in the
level of capital investment, retention of key employees, changes in
customer habits, success of business and operating initiatives and
restructuring objectives, impact of any acquisitions or similar
transactions, changes in customers' strategies and stability,
competitive product and pricing measures, changes in the regulatory
environment, fluctuations of interest and exchange rates, the
outcome of any litigation. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
Announcement. All subsequent oral or written forward-looking
statements attributable to Meditor Group or Carpetright Group or
any of their respective members, directors, officers or employees
or any persons acting on their behalf are expressly qualified in
their entirety by the cautionary statement above. Each member of
Meditor Group and Carpetright Group disclaims any obligation to
update any forward-looking or other statements contained in this
Announcement, except as required by applicable law.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Carpetright for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for Carpetright.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the Offer
Period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3. 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).
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 Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication of information on website
A copy of this Announcement, together with all information
incorporated by reference into this Announcement, will be
available, free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on Carpetright's
website at https://www.carpetright.plc.uk/investors/.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Acquisition is
entitled to receive such documents in hard copy form free of
charge. A person may also request that all future documents,
announcements and information in relation to the Acquisition are
sent to them in hard copy form.
A hard copy of this Announcement may be requested by contacting
Carpetright's Registrars, either in writing to The Pavilions,
Bridgwater Road, Bristol BS99 6ZY or by calling the helpline on
(0370) 889 3261 (or +44 (0370) 889 3261 if calling from outside the
UK). Calls outside the UK will be charged at the applicable
international rate. Lines are open between 8.30 a.m. and 5.30 p.m.
Monday to Friday excluding public holidays in England and
Wales.
Appendix
Expected Timetable of Principal Events
All times shown are London times unless otherwise stated. The
following indicative timetable is based on Carpetright's and MHL's
current expected dates for the implementation of the Scheme and is
subject to change. If any of the dates and/or times in this
expected timetable change, the revised dates and/or times will be
notified to Carpetright Shareholders by announcement through a
Regulatory Information Service of the London Stock Exchange, with
such announcement being made available on Carpetright's website
https://ww.carpetright.plc.uk/investors/.
Event Time and/or date
Publication of the Scheme Document 26 November 2019
Latest time for lodging Forms of
Proxy for the:
Court Meeting (BLUE form) 3:30 p.m. on 16 December
2019(1)
General Meeting (WHITE form) 3:40 p.m. on 16 December
2019(2)
Voting Record Time 6:00 p.m. on 16 December
2019(3)
Court Meeting 3:30 p.m. on 18 December
2019
General Meeting 3:40 p.m. on 18 December
2019 (4)
The following dates are indicative only and are subject to change(5)
Scheme Hearing (to sanction the A date after the satisfaction
Scheme) of Condition 2.3, which
is expected to be in the
first quarter of 2020 ("D")(6)
Last day of dealings in, and for D + 1 Business Day
registration of transfers of, Carpetright
Shares
Last day of dealings in, and for D + 1 Business Day
registration of transfers of, and
disablement in CREST of, Carpetright
Shares
Scheme Record Time 6:00 p.m. on D + 1 Business
Day
Scheme Effective Date D + 2 Business Days
Cancellation of listing of, and By 8:00 a.m. on D + 3 Business
trading in, Carpetright Shares Days
Latest date for dispatch of cheques/settlement 14 days after the Scheme
through CREST for cash consideration Effective Date
due under the Scheme
Long-Stop Date 1 March 2020(7)
_______
(1) It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged not later than 48 hours (excluding any part of a
day that is not a working day) prior to the time appointed for the
Court Meeting or, if the Court Meeting is adjourned, the time fixed
for any adjourned Court Meeting (excluding in either case any part
of such 48 hour period falling on a non-working day). If the BLUE
Form of Proxy for the Court Meeting is not returned by such time,
it may be handed to a representative of Carpetright's Registrars or
to the Chairman of the Court Meeting before the start of that
Meeting and still be valid.
(2) In order to be valid, the WHITE Forms of Proxy for the
General Meeting must be received by 3:40 p.m. on 16 December 2019
or, if the General Meeting is adjourned, 48 hours (excluding any
part of a day that is not a working day) prior to the time fixed
for the adjourned General Meeting (excluding any part of such 48
hour period falling on a non-working day).
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be 6:00 p.m. on the date which is two days (excluding
non-working days) prior to the date set for such adjourned
Meeting.
(4) To commence at 3:40 p.m. or as soon thereafter as the Court
Meeting shall have concluded or adjourned.
(5) These dates are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or
(if capable of waiver) waived; (ii) the Court sanctions the Scheme;
and (iii) the Scheme Court Order is delivered to the Registrar of
Companies.
(6) Carpetright will give adequate notice of the date and time
of the Scheme Hearing, once known, by issuing an announcement
through a Regulatory Information Service.
(7) This is the latest date by which the Scheme may become
Effective. However, the Long-Stop Date: (i) will be automatically
extended to 31 March 2020 if the Scheme has not become Effective on
or prior to 1 March 2020 but the Conditions set out in paragraphs
1.1 and 1.2 of Part 3 (Conditions to and Further Terms of the
Scheme and the Acquisition) of the Scheme Document have been
satisfied and the Conditions set out in paragraph 2 of Part 3
(Conditions to and Further Terms of the Scheme and the Acquisition)
of the Scheme Document have been satisfied (or waived as
applicable) or have not become incapable of satisfaction, and (ii)
may be extended to such later date as Carpetright and MHL may agree
in writing (with the Panel's consent and as the Court may approve
(should such approval(s) be required)).
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPVELFLKFFFFBL
(END) Dow Jones Newswires
November 26, 2019 02:00 ET (07:00 GMT)
Carpetright (LSE:CPR)
Gráfico Histórico do Ativo
De Abr 2024 até Mai 2024
Carpetright (LSE:CPR)
Gráfico Histórico do Ativo
De Mai 2023 até Mai 2024