Tender Offer
02 Junho 2010 - 3:00AM
UK Regulatory
TIDMDL.
RNS Number : 9044M
Dealogic (Holdings) PLC
02 June 2010
Dealogic (Holdings) plc
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA,
JAPAN, HONG KONG OR THE REPUBLIC OF SOUTH AFRICA
Dealogic (Holdings) plc - Announcement of Tender Offer and General Meeting
Dealogic (Holdings) plc ("Dealogic" or the "Company") announces that it intends
to return up to GBP38.8 million to its Shareholders by means of a tender offer
at a price of GBP2.20 per Ordinary Share (the "Tender Offer"). The Tender Offer
Price represents a 15.8 per cent. premium over the Closing Price on 1 June 2010
(being the latest practicable before this announcement).
The Tender Offer is to be effected by J.P. Morgan Securities Ltd. (which
conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P.
Morgan Cazenove") purchasing Tender Offer Shares as principal, with a put option
to sell such Tender Offer Shares on the London Stock Exchange to the Company for
cancellation pursuant to the Repurchase Agreement.
Under the terms of the Tender Offer, the total maximum number of shares to be
purchased represents approximately 26.4 per cent. of the Issued Ordinary Share
Capital (being the ordinary share capital of the Company (excluding treasury
shares) at the date of this announcement).
A circular, containing the formal terms and conditions of the Tender Offer and
instructions to Shareholders on how to tender their Ordinary Shares should they
choose to do so, together with a Tender Form and Form of Proxy, are expected to
be posted to Shareholders later today.
Background to and reasons for the Tender Offer
During 2005, Dealogic commenced its programme of buying back its own Ordinary
Shares. Since December 2005, the Company has returned approximately GBP11.3
million of cash to Shareholders through the purchase of 6,745,877 Ordinary
Shares, representing approximately 9.6 per cent. of the issued capital at the
time of admission to AIM.
As a result of continued strong operational performance and cash flow
generation, the Company now has a cash balance surplus to the operational
requirements of its continuing activities, as well as significant debt funding
capacity. The Company now proposes to return up to GBP38.8 million to
Shareholders by means of the Tender Offer.
In determining the level of the return of value, the Board has taken into
consideration its aim of improving the Company's earnings per share, as well as
targeting a more efficient capital structure through returning excess balance
sheet cash to Shareholders and potentially moving to a net debt position.
The Directors have decided to implement a Tender Offer because it benefits both
Shareholders and the Company. In particular, the Tender Offer:
· is available to all Shareholders regardless of the size of their
shareholdings;
· allows the Company to broaden the return of cash to include those
Shareholders whose Ordinary Shares might not otherwise be purchased by the
Company through a buy back in the market; and
· immediately enhances earnings per Ordinary Share.
The Tender Offer
It is proposed that 8,822,998 Ordinary Shares be purchased under the Tender
Offer for a maximum aggregate cash consideration of GBP19.4 million,
representing approximately 13.2 per cent. of the Issued Ordinary Share Capital.
The acquisition of these 8,822,998 Ordinary Shares will be funded out of the
existing cash reserves of the Company.
The Board, acting in its absolute discretion, may, at any time before 14 June
2010, increase the number of Ordinary Shares which may be purchased under the
Tender Offer so that a total maximum of 17,645,997 Ordinary Shares may be
purchased under the Tender Offer for a maximum aggregate cash consideration of
GBP38.8 million, representing approximately 26.4 per cent. of the Issued
Ordinary Share Capital. It is proposed that the acquisition of the additional
8,822,999 Ordinary Shares will be funded by way of bank debt, provided such debt
can be obtained. Accordingly, the acquisition of the additional 8,822,999
Ordinary Shares is subject to the Company obtaining bank finance on terms which
are satisfactory to the Board on or before 14 June 2010. The Company will
announce on 14 June 2010 whether or not it has been successful in obtaining such
bank finance and accordingly the maximum number of Ordinary Shares that may be
purchased under the Tender Offer.
The Tender Offer is being made available to all Shareholders (other than certain
overseas Shareholders) on the register of members at the close of business on 17
June 2010.
Each Tender Offer Shareholder is entitled to have their Guaranteed Entitlement
purchased under the Tender Offer. Assuming that no Ordinary Shares are issued as
a result of the exercise of options granted under the Share Option Schemes and
validly tendered under the Tender Offer, the Guaranteed Entitlement in respect
of each Tender Offer Shareholder is such number of Ordinary Shares which when
expressed as a percentage of that Shareholder's total holding is equal to:
(a) 13.2 per cent. if bank finance is not obtained and the Tender Offer Maximum
is 8,822,998 Ordinary Shares; or
(b) 26.4 per cent. if bank finance is obtained and the Tender Offer Maximum is
increased to 17,645,997 Ordinary Shares.
A Tender Offer Shareholder may tender any number of Tender Offer Shares but if a
Tender Offer Shareholder tenders a number of Tender Offer Shares up to or equal
to their Guaranteed Entitlement, then such number of Tender Offer Shares shall
be purchased pursuant to the Tender Offer without being scaled back.
Tender Offer Shareholders may tender Tender Offer Shares in excess of their
Guaranteed Entitlement, but will only successfully sell excess Tender Offer
Shares to the extent other Tender Offer Shareholders have tendered less than
their Guaranteed Entitlement.
If the aggregate number of Tender Offer Shares tendered by Tender Offer
Shareholders exceeds the Tender Offer Maximum, the number of Tender Offer Shares
in excess of the Guaranteed Entitlement to be purchased from each Tender Offer
Shareholder who has tendered in excess of their Guaranteed Entitlement shall be
scaled back pro rata to the total number of Tender Offer Shares tendered in
excess of Guaranteed Entitlements.
Irrevocable Undertakings
The Company and J.P. Morgan Cazenove have received irrevocable undertakings from
Peter Ogden, Philip Hulme and Toby Haddon, directors of the Company, and Simon
Hessel, who together hold 53,310,000 Ordinary Shares, representing 79.8 per
cent. of the existing Issued Ordinary Share Capital, that they:
· will vote in favour of the Resolution; and
· will accept the Tender Offer in respect of: (i) an aggregate of
12,035,211 Ordinary Shares held by them, representing 18.0 per cent. of the
existing Issued Ordinary Share Capital if bank finance is not obtained and the
Tender Offer Maximum is 8,822,998 Ordinary Shares; or (ii) an aggregate of
17,645,996 Ordinary Shares held by them, representing approximately 26.4 per
cent. of the existing Issued Ordinary Share Capital if bank finance is obtained
and the Tender Offer Maximum is increased to 17,645,997 Ordinary Shares.
In addition, Thomas Fleming and Toby Haddon have irrevocably undertaken not to
exercise any of their outstanding options under the Share Option Schemes prior
to the closing of the Tender Offer.
The Company and J.P. Morgan Cazenove have also received or will receive
undertakings from Jonathan Drulard, Frederick McHattie and Carl Anderson, who
together hold 315,143 Ordinary Shares representing 0.47 per cent. of the
existing Issued Ordinary Share Capital to vote in favour of the Resolution, not
to tender any Ordinary Shares in the Tender Offer and not to exercise any of
their outstanding options under the Share Option Schemes prior to the closing of
the Tender Offer.
Directors' intentions
The Directors who are beneficially interested in Ordinary Shares have indicated
that they will not tender Ordinary Shares pursuant to the Tender Offer, other
than as detailed in the section headed "Irrevocable Undertakings" above.
Thomas Fleming, Chief Executive Officer, does not currently hold any shares in
the Company, but instead has a right to exchange his interests in the Company's
US subsidiary, Dealogic LLC, for up to 12,346,842 Ordinary Shares. Thomas
Fleming will not participate in the Tender Offer but will receive proceeds as if
he did, under the terms of an amendment to the Exchange Rights Agreement ("ERA")
and the Dealogic LLC Operating Agreement ("DOA"). The amendments to the ERA and
DOA aim to ensure that the CEO's fully diluted percentage shareholding in the
Company is not altered by the Tender Offer and, having consulted with J.P.
Morgan Cazenove, the Board (other than Thomas Fleming) considers that the terms
of these amendments are fair and reasonable insofar as Shareholders are
concerned.
General Meeting
As the Tender Offer will require the approval of Shareholders, the Company is
convening the General Meeting to be held at Thanet House, 231-232 Strand, London
WC2R 1DA at 9.00 a.m. on Friday 18 June 2010, at which the Resolution will be
proposed.
Trading Update
As set out in the preliminary results announcement on 16 March 2010, trading for
the last financial year was very strong due to a recovery in activity levels in
the global capital markets. Despite a degree of uncertainty as to the outlook
due to continued volatility in financial markets, trading for the current year
remains in line with market expectations.
Expected timetable for the Tender Offer
+----------------------------+------+-------------------------------+
| Tender Offer opens | | 2 June 2010 |
+----------------------------+------+-------------------------------+
| Announcement of outcome of | | On or before 14 June 2010 |
| bank finance negotiations | | |
+----------------------------+------+-------------------------------+
| Latest time and date for | | 9.00 a.m. on 16 June 2010 |
| receipt of Forms of Proxy | | |
+----------------------------+------+-------------------------------+
| Latest time and date for | | 3.00 p.m. on 17 June 2010 |
| receipt of Tender Forms | | |
| and share certificates for | | |
| tendered certificated | | |
| Tender Offer Shares | | |
+----------------------------+------+-------------------------------+
| Latest time and date for | | 3.00 p.m. on 17 June 2010 |
| transfer to escrow account | | |
| of tendered | | |
| uncertificated Tender | | |
| Offer Shares | | |
+----------------------------+------+-------------------------------+
| Record Date for Tender | | Close of business on 17 June |
| Offer | | 2010 |
+----------------------------+------+-------------------------------+
| General Meeting | | 9.00 a.m. on 18 June 2010 |
+----------------------------+------+-------------------------------+
| Announcement of the | | 21 June 2010 |
| results of the Tender | | |
| Offer | | |
+----------------------------+------+-------------------------------+
| Purchase of Tender Offer | | 21 June 2010 |
| Shares under the Tender | | |
| Offer | | |
+----------------------------+------+-------------------------------+
| CREST account credited | | By 23 June 2010 |
| with Tender Offer proceeds | | |
| (in respect of | | |
| uncertificated Tender | | |
| Offer Shares) | | |
+----------------------------+------+-------------------------------+
| Despatch of cheques for | | By 25 June 2010 |
| Tender Offer proceeds and | | |
| new share certificates | | |
| (in respect of | | |
| certificated Tender Offer | | |
| Shares) | | |
+----------------------------+------+-------------------------------+
All references to times are to London times unless otherwise stated.
The above times and / or dates may be subject to change and, in the event of any
such change, the revised times and / or dates will be notified to Shareholders
by an announcement through a Regulatory Information Service.
ENQUIRIES
Dealogic (Holdings) plc
Rick McHattie
Helen Vincent
+ 44 (0)20 7379 5650
J.P. Morgan Securities Ltd (Nominated Adviser)
Andrew Hodgkin
Rupert Sadler
+44 (0)20 7588 2828
Unless the context otherwise requires, defined terms used in this announcement
shall have the meanings given to them in the circular being posted to
Shareholders to convene the General Meeting for 18 June 2010 which, once posted,
shall also be made available on the Company's website at www.dealogic.com
J.P. Morgan Cazenove, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for the Company and for no-one else in connection
with the Tender Offer and will not be responsible to anyone other than the
Company for providing the protections afforded to customers of J.P. Morgan
Cazenove or for providing advice in connection with the matters set out in this
announcement or any transaction or arrangement referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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