TIDMKWL
RNS Number : 0926G
Kewill plc
25 June 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE
UNLAWFUL.
FOR IMMEDIATE RELEASE
25 June 2012
RECOMMENDED PROPOSALS FOR THE CASH ACQUISITION
of
KEWILL PLC by
KINETIC BIDCO LIMITED an investment vehicle indirectly owned by
the Francisco Partners Funds
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
Timetable update
On 19 June 2012, the boards of Kinetic Bidco Limited ("Kinetic
Bidco") and Kewill plc ("Kewill" or the "Company") announced an
increase in the cash offer price of Kinetic Bidco's acquisition of
Kewill (the "Acquisition") to 110 pence per Kewill Share, and the
Board's recommendation of the revised Acquisition. The Acquisition
was first announced on 2 May 2012 at a cash offer price of 96 pence
per Kewill Share.
The Acquisition is to be implemented by way of a Court-approved
scheme of arrangement (the "Scheme"), and the resolutions necessary
to, amongst other things, approve the Scheme were passed at the
shareholder meetings held on 25 May 2012.
Completion of the Acquisition remains subject only to the
sanction of the Scheme on or before 24 July 2012, the confirmation
of the associated Capital Reduction by the Court and the Scheme
becoming effective. The Company announced on 13 June 2012 that it
had adjourned the Court hearing to sanction the Scheme.
The Company is pleased to announce that it has today, by way of
advertisement in the Times newspaper, given notice of the
reconvening of the Scheme Court Hearing, which is now expected to
be held on 3 July 2012. The Capital Reduction Court Hearing is
accordingly expected to be held on 5 July 2012.
It should be noted that the last day of dealings in, and for
registration of transfers of, and disablement in CREST of, Kewill
Shares is expected to be 4 July 2012 (being the business day
following the Scheme Court Hearing) following which Kewill Shares
will be temporarily suspended from the Official List and the London
Stock Exchange's main market for listed securities.
The Scheme Record Time will now be 6.00 p.m. on 4 July 2012.
It is expected that the Effective Date will be 5 July 2012.
A request will be made to each of the London Stock Exchange and
the UKLA prior to the Effective Date to cancel the trading in
Kewill Shares on the London Stock Exchange's main market for listed
securities and to remove the listing of the Kewill Shares from the
Official List, in each case, with effect from the business day
after the Effective Date.
Words and expressions defined in the scheme document sent to
Kewill Shareholders on 3 May 2012 shall, unless the context
provides otherwise, have the same meanings in this
announcement.
Enquiries:
Bidco and Francisco Partners Tel: +44 (0) 20 7907
8600
Deep Shah
HSBC (financial adviser to Bidco and Francisco Tel: +44 (0) 20 7991
Partners) 8888
Abbas Merali
Gloria Leung
Kewill Tel: +44 (0) 1483
406080
Paul Nichols
David Gibbon
Investec (financial adviser and corporate Tel: +44 (0) 20 7597
broker to Kewill) 5000
Andrew Pinder / Patrick Robb
Dominic Emery / Junya Iwamoto
FTI Consulting (public relations adviser Tel: +44 (0) 20 7269
to Kewill) 7147
Edward Bridges
Marc Cohen
Investec Bank plc, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for Kewill and no
one else in connection with the Acquisition and will not be
responsible to anyone other than Kewill for providing the
protections afforded to clients of Investec Bank plc nor for
providing advice in relation to the Acquisition or any other matter
or arrangement referred to in this announcement.
HSBC Bank plc, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for Bidco and Francisco
Partners and no one else in connection with the Acquisition and
will not be responsible to anyone other than Bidco and Francisco
Partners for providing the protections afforded to clients of HSBC
Bank plc nor for providing advice in relation to the Acquisition or
any other matter or arrangement referred to in this
announcement.
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 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(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) 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 1% 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. A Dealing Disclosure by a
person to whom Rule 8.3(b) 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.
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. 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.
Publication on website
Copies of this announcement and the Scheme Document are
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, at Kewill's
website (www.kewill.com/uk), up to and including the Effective
Date.
For the avoidance of doubt, the content of the website referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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