Carlyle Group (The) Offer for Nationwide Accident Repair Services plc (0935J)

TIDMNARS

RNS Number : 0935J

Carlyle Group (The)

01 April 2015

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 a violation of the relevant laws of such jurisdiction.

1 April 2015

Recommended Cash Offer

for

Nationwide Accident Repair Services plc ("NARS")

Canaveral Bidco Limited ("CSP Bidco")

(an indirect wholly owned subsidiary of CSP III AIV (Cayman), L.P.)

to be effected by way of a scheme of arrangement under

Part 26 of the Companies Act 2006

Summary

-- The Board of NARS and the Board of CSP Bidco are pleased to announce that agreement has been reached on the terms of a recommended cash acquisition by CSP Bidco of the entire issued and to be issued ordinary share capital of NARS.

-- It is intended that the Transaction will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The purpose of the Scheme is to enable CSP Bidco to acquire the whole of the issued and to be issued ordinary share capital of NARS.

-- Under the terms of the Scheme, which will be subject to the Conditions and other terms set out in this announcement and to further terms to be set out in the Scheme Document, NARS Ordinary Shareholders will receive 100 pence in cash for each NARS Share held. The Offer values the entire issued ordinary share capital of NARS at approximately GBP43.2 million and represents:

o a premium of approximately 45 per cent. to the Volume Weighted Average Price per NARS Share of 69.2 pence during the three month period to 31 March 2015 (being the latest practicable date prior to the publication of this announcement); and

o a premium of approximately 13 per cent. to the Closing Price per NARS Share of 88.5 pence on 31 March 2015 (being the latest practicable date prior to the publication of this announcement).

CSP Bidco is an indirect wholly owned subsidiary of CSP III AIV (Cayman), L.P., a limited partnership fund affiliated with Carlyle Strategic Partners III, L.P., managed by its investment adviser Carlyle Investment Management L.L.C. which together with affiliates do business as 'The Carlyle Group' ("Carlyle"). Carlyle is a global alternative asset manager with more than $194 billion of assets under management in 128 funds and 142 fund of funds vehicles as of 31 December 2014. Carlyle invests across four segments - Corporate Private Equity, Global Market Strategies, Real Assets and Investment Solutions - in Africa, Asia, Australia, Europe, the Middle East, North America and South America. Carlyle has expertise in various industries, including: aerospace, defence & government services, consumer & retail, energy & power, financial services, healthcare, industrial, infrastructure, real estate, technology & business services, telecommunications & media and transportation. Carlyle employs more than 1,650 people in 40 offices across six continents.

-- The NARS Independent Directors, who have been so advised by Westhouse Securities as to the financial terms of the Offer, consider the financial terms of the Offer to be fair and reasonable. In providing its advice to the NARS Independent Directors, Westhouse Securities has taken into account the commercial assessments of the NARS Independent Directors. Accordingly, the NARS Independent Directors intend to unanimously recommend that NARS Independent Shareholders vote in favour of all of the resolutions relating to the Transaction at the Meetings, as Michael Marx, being the sole NARS Independent Director holding NARS Ordinary Shares, has irrevocably undertaken to do in respect of his own entire beneficial holdings of 30,000 NARS Ordinary Shares, representing approximately 0.07 per cent. of NARS's issued ordinary share capital on 31 March 2015 (being the last Business Day before the date of this announcement).

-- CSP Bidco has received an irrevocable undertaking from Michael Wilmshurst to submit and undertake to the Court to be bound by the Scheme and to vote in favour of the resolutions to be proposed at the Meetings (save for the resolution at the Court Meeting and the resolution to approve the Management Arrangements on which he is not allowed to vote) in respect of his 1,351,351 NARS Ordinary Shares in aggregate, representing approximately 3.13 per cent. of NARS's issued ordinary share capital on 31 March 2015 (being the last Business Day before the date of this announcement).

-- CSP Bidco has also received irrevocable undertakings to vote in favour of the Scheme from entities connected with Harwood Capital LLP, whose principal Christopher Mills is a non-executive director of NARS, which account for 13,395,414 NARS Ordinary Shares in aggregate and represent approximately 31.01 per cent. of NARS's issued ordinary share capital. When combined with irrevocables from Michael Marx and other NARS Shareholders (and excluding Michael Wilmshurst who is unable to vote at the Court Meeting), CSP Bidco has received irrevocable undertakings to vote in favour of the Scheme in respect of the beneficial holdings of NARS Shareholders totalling 26,173,837 NARS Ordinary Shares in aggregate and representing approximately 60.59 per cent. of NARS's issued ordinary share capital.

Further details of the irrevocable undertakings of support received by CSP Bidco are set out in Appendix 3 to this announcement, including the circumstances in which they cease to be binding.

-- The Offer is subject to a number of Conditions and further terms, including the approval of the Scheme by the NARS Shareholders at the Court Meeting, the passing of resolutions by the NARS Shareholders at the NARS General Meeting by the requisite majorities and customary regulatory conditions.

-- The Scheme Document, containing further information about the Offer and notices of the Court Meeting and the NARS General Meeting, will be published as soon as practicable and, in any event, within 28 days of this announcement.

Commenting on the Offer, Michael Marx, Chairman of NARS, said:

"The Board of Nationwide is pleased to announce that agreement has been reached with Carlyle on the terms of a recommended cash offer for Nationwide. This Offer enables Nationwide shareholders to realise value today in cash for their shares at a significant premium to the recent historical share price and a meaningful premium to the company's share price immediately prior to the date of this announcement. It also provides the business with the opportunity to realise its growth ambitions and build its UK presence in an accelerated way. Carlyle has a well-respected track record in the automotive sector and specific experience in the vehicle accident repair market. We believe that the Offer is a good outcome for all Nationwide stakeholders."

Summary information on NARS

NARS provides integrated automotive accident repair management services to the UK insurance industry and to fleet and retail customers. With over 70 repair centres, it is the largest dedicated provider of accident repair services in the UK. NARS is active throughout the UK with three divisions: (i) Nationwide Crash Repair Centres, which provides vehicle body repair services; (ii) Network Services, which provides accident management services, claim handling and deployment for repair for insurance companies and fleet operators; and (iii) Motorglass, which provides mobile motor glass repair and replacement. The NARS Group employs approximately 2,500 staff.

Enquiries:

NARS

   Michael Marx                                        +44 (0)1993 701720

Westhouse Securities

(Financial adviser, Nominated Adviser and Corporate Broker to NARS)

Robert Finlay

   Antonio Bossi                                        +44(0)207 601 6100

KTZ Communications

(PR adviser to NARS)

   Katie Tzouliadis                                    +44 (0)203 178 6378

Rothschild

(Financial adviser to Carlyle)

Ravi Gupta

   Jonathan Slaughter                                +44 (0)207 280 5000

Carlyle

(Carlyle External Affairs)

   Catherine Armstrong                             +44 (0)207 894 1200

This summary should be read in conjunction with the full text of the following announcement, including the Appendices. The Conditions and further terms of the Transaction are set out in Appendix 1 to this announcement and the full terms and conditions will be set out in the Scheme Document. Appendix 2 to this announcement contains the sources of information and bases of calculation of certain information contained in this announcement. Appendix 3 contains a summary of the irrevocable undertakings received to vote in favour of the Scheme, and Appendix 4 contains definitions of certain expressions used in this summary and in this announcement.

Important notices

Westhouse Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser, nominated adviser and broker to NARS and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than NARS for providing the protections afforded to clients of Westhouse Securities Limited nor for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

Rothschild is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. Rothschild is acting exclusively as financial adviser to Carlyle and no one else in connection with the Offer and will not be responsible to anyone other than Carlyle for providing the protections afforded to clients of Rothschild nor for providing advice in connection with the Offer or any matter referred to herein.

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 Offer or otherwise. The Offer will be made solely by means of the Scheme Document or any document by which the Offer is made which will contain the full terms and Conditions of the Offer, including details of how to vote in respect of the Transaction.

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.

NARS will prepare the Scheme Document to be distributed to NARS Shareholders. NARS and CSP Bidco urge NARS Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Offer.

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 the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Notice to US investors in NARS: the Transaction relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. 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 Transaction is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, CSP Bidco exercises the right to implement the Transaction by way of a takeover offer and determines to extend the offer into the United States, the Transaction will be made in compliance with applicable United States laws and regulations. Financial information included in this announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. No US federal or state securities commission has: (a) approved, disapproved, endorsed or recommended the Offer; (b) passed upon the merits or fairness of the Offer; or (c) expressed a view on the adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

Unless otherwise determined by NARS or required by the Code, and permitted by applicable law and regulation, the Offer will 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 offer by any such use, means, instrumentality or form 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 Offer 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 Offer (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 receipt of cash pursuant to the Scheme by US Shareholders as consideration for the transfer of their NARS Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each NARS Shareholder (including US Shareholders) is urged to consult his independent professional adviser immediately regarding the tax consequences of the Offer applicable to him.

The availability of the Offer to NARS 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.

No steps have been taken, nor will any steps be taken, to extend the Offer into Japan, South Africa or Australia and no regulatory clearances in respect of the Offer have been, or will be, applied for in any other jurisdiction.

The Offer will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UK Listing Authority.

Forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of NARS and certain plans and objectives of CSP Bidco with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar or opposite meaning. These statements are based on assumptions and assessments made by NARS and/or CSP Bidco in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither NARS nor CSP Bidco assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

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 NARS for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for NARS.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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, 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 Panel's website at http://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)207 638 0129.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by NARS Shareholders, persons with information rights and other relevant persons for the receipt of communications from CSP Bidco may be provided to CSP Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

Publication on website

A copy of this announcement will be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on NARS's website at http://corporate.nationwiderepairs.co.uk/investor-relations/information-takeover by no later than 12 noon (London time) on the day following this announcement. For the avoidance of doubt, the contents of this website are not incorporated into and not do form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.2 of the Code, a person so entitled may request a copy of this announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested from either NARS by contacting Westhouse Securities on +44 (0)207 601 6100 or CSP Bidco by contacting Rothschild on +44 (0)207 280 5000, as appropriate.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, NARS confirms that, as at the date of this announcement, it has in issue and admitted to trading on the AIM market of the London Stock Exchange 43,197,220 ordinary shares of 12.5 pence each (there are no ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB00B15RR673.

Recommended Cash Offer

for

Nationwide Accident Repair Services plc ("NARS")

Canaveral Bidco Limited ("CSP Bidco")

(an indirect wholly owned subsidiary of CSP III AIV (Cayman), L.P.)

to be effected by way of a scheme of arrangement under

Part 26 of the Companies Act 2006

   1.         Introduction

The Board of NARS and the Board of CSP Bidco are pleased to announce that agreement has been reached on the terms of a recommended cash acquisition by CSP Bidco of the entire issued and to be issued ordinary share capital of NARS.

   2.         The Transaction

It is intended that the Transaction will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The purpose of the Scheme is to enable CSP Bidco to acquire the whole of the issued and to be issued ordinary share capital of NARS. Under the terms of the Scheme, which will be subject to the Conditions and other terms set out in this announcement and to further terms to be set out in the Scheme Document, NARS Ordinary Shareholders will receive:

   For each NARS Ordinary Share:       100 pence in cash

The Offer values the entire issued ordinary share capital of NARS at approximately GBP43.2 million and represents:

-- a premium of approximately 45 per cent. to the Volume Weighted Average Price per NARS Share of 69.2 pence during the three month period to 31 March 2015 (being the latest practicable date prior to the publication of this announcement); and

-- a premium of approximately 13 per cent. to the Closing Price per NARS Share of 88.5 pence on 31 March 2015 (being the latest practicable date prior to the publication of this announcement).

   3.         Information relating to NARS

Originally established in 1908, NARS was formerly known as Perry Group plc and was primarily involved in motor retail and after-sales. Between 1993 and 1994, the NARS Group set up the Nationwide crash repair chain of UK accident repair centres (bodyshops). Following the sale of the motor-dealer business, in 2001, NARS changed its name to Nationwide Accident Repair Services plc and, in 2002, was acquired by Guinness Peat Group plc and J O Hambro Capital Management Limited and delisted from the Official List. Between 2002 and 2006, NARS acquired 16 crash repair sites, including Gemini Accident Repair Limited, which operated a network of 11 bodyshops, primarily in the West Midlands. NARS was admitted to trading on AIM in July 2006 and since then has continued to grow its service offering and its network of accident repair centres, including through the acquisitions of:

   --    Aquilo Motor Services Ltd (claims management services) in December 2006; 
   --    Exway Coachworks Ltd (seven bodyshops) in July 2013; 
   --    Howard Basford Ltd (eight bodyshops) in February 2014; 
   --    Derek Gladwin Ltd (eight bodyshops) in September 2014; and 
   --    Seward Accident Repair Centres Ltd (eight bodyshops) today, 1 April 2015.

Today NARS provides integrated automotive accident repair management services to the UK insurance industry and to fleet and retail customers. With over 70 repair centres, it is the largest dedicated provider of accident repair services in the UK. NARS is active throughout the UK with three divisions: (i) Nationwide Crash Repair Centres, which provides vehicle body repair services; (ii) Network Services, which provides accident management services, claim handling and deployment for repair for insurance companies and fleet operators; and (iii) Motorglass, which provides mobile motor glass repair and replacement. The NARS Group employs approximately 2,500 staff.

As at 31 March 2015 (being the last practicable date prior to this announcement), NARS had a market capitalisation of GBP38.2 million and, for the year to 31 December 2013, it reported turnover of GBP156.6 million, profit before tax, non-recurring items and amortisation of GBP3.1 million, net profit of GBP1.2 million, underlying earnings per NARS Ordinary Share of 5.1p and a reported loss per NARS Ordinary Share of 0.5 pence.

On 12 January 2015, NARS announced that unaudited revenue for the year ended 31 December 2014 was anticipated to be approximately GBP184.0m and unaudited net cash was approximately GBP1.5m. NARS also announced that these encouraging results reflect the combined benefits of increased volumes, improved operational efficiencies and economies of scale and that recent acquisitions have all performed in line with management expectations and the major contracts signed in 2014 contributed to the NARS Group's performance in the second half of the year. NARS expects to announce audited results for the year ended 31 December 2014 on or prior to the date of publication of the Scheme Document.

   4.         Background to and reasons for the Transaction

NARS has successfully become the largest dedicated provider of accident repair services in the UK and NARS's management believes that the business has the ability to grow further both in its existing activities and also related areas. The Board of NARS nevertheless, believes that the development of the business as a publicly traded company is adversely affected by both the historically declining size of the overall market for vehicle repairs and the existence of a sizeable pension deficit.

The level of notified insurance claims in relation to vehicle repairs as a percentage of cars insured has steadily declined in recent years, from 19.4 per cent. in 2000 to 12.5 per cent. in 2012. This has clearly reduced demand for bodyshop repair. Capacity in the bodyshop repair market has also fallen significantly. Although there are presently some indications that there is a better balance between supply and demand, there can be no certainty that this will be sustained or that the overall size of the market will materially recover.

NARS operates a funded pension scheme in the UK with both defined benefit and defined contribution sections. The defined benefit section has been closed to new members since 1 January 2002 and has ceased to accrue further benefits to active members since 31 July 2006. The last full actuarial valuation of the scheme was carried out as at 31 December 2011 which ultimately resulted in a defined benefit section scheme-specific deficit of GBP27.1 million as at 5 November 2014. NARS has been making significant contributions to the scheme as it seeks to reduce the funding deficit. The amount contributed in 2014 was GBP2.6 million and contributions at this level are expected to continue for at least the medium term. Despite contributions which amounted to in excess of GBP20 million in the last eight years and reflecting the presently low interest rate environment, based on recent, independent advice, the Board believes that the IAS 19 deficit has nevertheless grown to GBP22.1 million as at 31 December 2014. The Board believes that the existence of this deficit, which is very sizeable in relation to NARS's equity market capitalisation, significantly reduces the attraction of the company to the potential equity investors in the publicly traded markets, reduces liquidity in NARS's shares and so also reduces the ability of NARS to fund its long term growth.

Based on these factors and despite the recent satisfactory trading of the business, the NARS Independent Directors believe that future development of the business can be best effected under the ownership of a single private entity with access to substantial funding.

Carlyle has significant experience in the car repair handling sector and automotive industry more generally. Until June 2014 Carlyle funds, including Carlyle Strategic Partners III, L.P., held a controlling interest in SK Holdco, LLC, the holding company of Service King, a provider of car collision repair centres located in the United States. Carlyle funds, including Carlyle Strategic Partners III, L.P., retain a non-controlling interest in SK Holdco, LLC. NARS is recognised as a leading specialist provider of car repair solutions to the insurance industry and the Carlyle Fund recognises the value of its domain expertise, product portfolio and customer relationships, as well as the potential of NARS and the Managers to augment its growth through innovation and further acquisitions. The Carlyle Fund is ideally placed to bring relevant operational and industry expertise to NARS, as well as capital, to support a strategy to create long term value. The Carlyle Fund believes that this strategy can best be pursued under private ownership such that NARS can prioritise strategic development over the demands of a public listing.

   5.         Recommendation

The NARS Independent Directors, who have been so advised by Westhouse Securities as to the financial terms of the Offer consider the financial terms of the Offer to be fair and reasonable. In providing its advice to the NARS Independent Directors, Westhouse Securities has taken into account the commercial assessments of the NARS Independent Directors. For the purpose of Rule 16 of the Code, Westhouse Securities considers the terms of the Management Arrangements described in paragraph 14 below to be fair and reasonable insofar as the NARS Independent Shareholders are concerned.

Accordingly, the NARS Independent Directors intend to unanimously recommend that NARS Independent Shareholders vote in favour of the resolutions relating to the Transaction at the Meetings to approve the Scheme (or in the event that the Transaction is implemented by way of a takeover offer, to accept or procure acceptance of such offer) as Michael Marx, the only Independent Director who holds NARS Ordinary Shares, has irrevocably undertaken to do in respect of his own beneficial holding of 30,000 NARS Ordinary Shares representing approximately 0.07 per cent. of NARS's issued ordinary share capital on 31 March 2015 (being the last Business Day before the date of this announcement). The irrevocable undertaking given by Michael Marx will remain in full force and effect if the Transaction is effected by way of a takeover offer and will cease to be binding only if the Scheme and, if applicable, a takeover offer lapses or is withdrawn and no new, revised or replacement scheme of arrangement or takeover offer by CSP Bidco is or has been announced in accordance with Rule 2.7 of the Code. Further details of this irrevocable undertaking are set out in Appendix 3 to this announcement.

CSP Bidco has also received irrevocable undertakings to vote in favour of the Scheme from entities connected with Harwood Capital LLP, whose principal Christopher Mills is a non-executive director of NARS, which account for 13,395,414 NARS Ordinary Shares in aggregate and represent approximately 31.01 per cent. of NARS's issued ordinary share capital. When combined with irrevocables from Michael Marx and other NARS Shareholders (and excluding Michael Wilmshurst who is unable to vote at the Court Meeting), CSP Bidco has received irrevocable undertakings to vote in favour of the Scheme in respect of the beneficial holdings of NARS Shareholders totalling 26,173,837 NARS Ordinary Shares in aggregate and representing approximately 60.59 per cent. of NARS's issued ordinary share capital.

Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement, including the circumstances in which they cease to be binding.

   6.         Information relating to Carlyle, the Carlyle Fund, CSP Bidco and CSP Holdco

CSP III AIV (Cayman), L.P. forms part of the third Carlyle Strategic Partners fund which together with its affiliates do business as "The Carlyle Group".

Carlyle is a global alternative asset manager with more than $194 billion of assets under management in 128 funds and 142 fund of funds vehicles as of 31 December 2014. Carlyle invests across four segments - Corporate Private Equity, Global Market Strategies, Real Assets and Investment Solutions - in Africa, Asia, Australia, Europe, the Middle East, North America and South America. Carlyle has expertise in various industries, including: aerospace, defence & government services, consumer & retail, energy & power, financial services, healthcare, industrial, infrastructure, real estate, technology & business services, telecommunications & media and transportation. Carlyle employs more than 1,650 people in 40 offices across six continents.

CSP Bidco is a newly incorporated English company which, as at the date of this announcement, is a wholly-owned direct subsidiary of CSP Holdco. CSP Bidco was incorporated for the sole purpose of effecting the Transaction. CSP Bidco does not conduct a trade or business.

CSP Holdco is a newly incorporated English company which, as at the date of this announcement, is a wholly-owned direct subsidiary of the Carlyle Fund. CSP Holdco was incorporated for the sole purpose of effecting the Transaction. CSP Holdco does not conduct a trade or business.

   7.         Management, employees, locations and intentions regarding the NARS Group

The CSP Bidco Directors have indicated to the NARS Independent Directors that the skills, knowledge and expertise of NARS's workforce are valued and have given the NARS Independent Directors assurances that the employment rights, including pension rights, of all NARS employees will be fully safeguarded.

CSP Bidco has not sought to create a new strategic plan for NARS. Instead, CSP Bidco intends to seek to realise growth opportunities and to support NARS and the Managers in executing a long-term growth strategy for the NARS Group.

CSP Bidco intends to work with the Managers to carry out a strategic review of its operations and business lines following completion of the Transaction. No decisions have been made by CSP Bidco in relation to the strategic review. The strategic review may or may not result in changes to the employee base, locations and operations of NARS. Save for its general intention to implement a long-term growth strategy with the Managers, CSP Bidco has no current intention of changing NARS's strategic plans, the location of NARS's operations or redeploying NARS's fixed assets or of effecting a material change to the operations of the business or any conditions of employment of NARS employees.

CSP Bidco intends to put in place appropriate incentive arrangements for senior staff and employees of NARS following completion of the Transaction.

CSP Bidco intends to begin discussions with the trustees of NARS's defined benefit pension scheme regarding the Transaction as soon as practicable following this announcement.

Each of the NARS Independent Directors has agreed to resign from the board of NARS conditional upon, and with effect from, the Scheme becoming effective. The employment of Stephen Thompson, the former Group Sales Director of NARS was terminated on 31 March 2015. Further details are given in paragraph 15 below.

   8.         NARS Share Schemes

All of the outstanding options under the NARS Share Schemes have an exercise price which is higher than the Offer Price. Accordingly, it is not expected that these options will be exercised prior to the completion of the Offer. CSP Bidco has therefore agreed with the Panel that no equivalent offer will be made to the holders of options in the NARS Share Schemes. Participants in the NARS Share Schemes will receive further details on the effect of the Offer on their outstanding options in the separate letters which will be despatched to them in due course.

   9.         Financing of the Transaction

The Cash Consideration payable to NARS Ordinary Shareholders pursuant to the Transaction will be financed by monies to be invested by the Carlyle Fund.

Rothschild is satisfied that sufficient resources are available to CSP Bidco to satisfy in full the Cash Consideration payable pursuant to the Transaction.

Further information on the financing of the Transaction will be set out in the Scheme Document.

   10.       Transaction-related Arrangements

Confidentiality Agreement

CELF Advisors LLP (being a sub-adviser to the Carlyle Fund's adviser, Carlyle Investment Management L.L.C.) and NARS entered into a Confidentiality Agreement on 20 February 2015, pursuant to which CELF Advisors LLP has undertaken to keep confidential information relating to NARS and not to disclose it to third parties (other than permitted disclosees) unless required by law or regulation or permitted pursuant to limited carve-outs to the obligations of confidentiality. These confidentiality obligations will remain in force until the Scheme becomes effective. The standstill provisions cease to apply upon publication of this announcement.

Equity Terms Letter

On 31 March 2015, CSP Bidco, CSP Holdco and each of Michael Wilmshurst and David Pugh entered into an agreement regarding the terms of the Management Arrangements proposed to be entered into between the Managers, CSP Bidco and CSP Holdco to incentivise the Managers in connection with the future performance of the NARS Group following the Scheme becoming effective. The terms of the Management Arrangements, which are subject to the approval of NARS Independent Shareholders in accordance with Rule 16 of the Code, are further summarised in paragraph 14 below.

   11.        Disclosure of interests in NARS shares

Save in respect of the irrevocable undertakings referred to in paragraph 5 above, including the shareholdings of Michael Wilmshurst, as disclosed in paragraph 13 below, as at the close of business on 31 March 2015 (being the last Business Day before the date of this announcement) neither CSP Bidco, nor any of its directors, nor, so far as CSP Bidco is aware, any person acting in concert (within the meaning of the Code) with it has (i) any interest in or right to subscribe for any relevant securities of NARS, nor (ii) any short positions in respect of relevant NARS Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, nor (iii) borrowed or lent any relevant NARS Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code).

It has not been practicable for CSP Bidco to make enquiries of all of its concert parties in advance of the release of this announcement. Therefore, all relevant details in respect of CSP Bidco's concert parties, including those of the Managers, will be included in CSP Bidco's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code.

   12.       Scheme of Arrangement

It is intended that the Transaction will be effected by a court sanctioned scheme of arrangement between NARS and the Scheme Shareholders under Part 26 of the Companies Act 2006. The Scheme is an arrangement between NARS and the Scheme Shareholders and is subject to the approval of the Court.

The purpose of the Scheme is to provide for CSP Bidco to become owner of the whole of the issued and to be issued ordinary share capital of NARS. This is to be achieved by the transfer of the Scheme Shares to CSP Bidco, in consideration of which the Scheme Shareholders will receive Cash Consideration on the basis set out in paragraph 2 of this announcement.

The purpose of the Court Meeting is to seek the approval of NARS Independent Shareholders for the Scheme and certain related matters.

The purpose of the NARS General Meeting is to consider and, if thought fit, pass the other necessary resolutions to give effect to the Transaction, being:

   --    any resolution required in connection with and to facilitate the Scheme;

-- a special resolution to approve the Amended NARS Articles, which shall make amendments to NARS's existing articles of association to ensure that any NARS Shares issued (other than to CSP Bidco or any other subsidiaries or nominees of CSP Bidco) between approval of the Scheme at the Court Meeting and the Scheme Record Time will be subject to the Scheme and that any NARS Shares issued after the Scheme Record Time will automatically be acquired by CSP Bidco;

-- a special resolution to approve the re-registration of NARS as a private limited company conditional upon the Scheme becoming effective; and

-- an ordinary resolution of Independent NARS Shareholders to be taken on a poll to approve the proposed Management Arrangements.

The Transaction will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this announcement and to be set out in the Scheme Document. The Conditions in paragraph A of Appendix 1 to this announcement provide that the Transaction will lapse if, inter alia:

-- approval is not received from Independent NARS Shareholders for the Management Arrangements; and

   --     the Scheme does not become effective by the Long Stop Date.

Mr Wilmshurst has agreed in his irrevocable undertaking in support of the Transaction and to be bound by the terms of the Scheme. Neither Mr Wilmshurst nor Mr Pugh (in relation to Management Arrangements) nor any person acting in concert with or connected with them, may vote on the resolutions pursuant to Rule 16 of the Code that apply to their respective arrangements. Rule 16 of the Code provides that, except with the consent of the Panel, an offeror or persons acting in concert with it may not make any arrangements with shareholders and may not deal or enter into arrangements to deal in shares of the offeree company, or enter into arrangements which involve acceptance of an offer, either during an offer or when one is reasonably in contemplation, if there are favourable conditions attached which are not being extended to all shareholders. An arrangement made with a person who, while not a shareholder, is interested in shares carrying voting rights in the offeree company will also be prohibited by Rule 16 of the Code if favourable conditions are attached which are not being extended to the shareholders.

The Management Arrangements outlined in paragraph 14 below constitute an arrangement with a shareholder of the Company made when the Transaction was reasonably in contemplation and to which favourable conditions are attached which are not being extended to all NARS Shareholders.

The Panel has confirmed to Westhouse Securities that it consents to these arrangements with Mr Wilmshurst and Mr Pugh provided that such arrangements are approved by Independent NARS Shareholders (being the NARS Shareholders other than Mr Wilmshurst and Mr Pugh and any person acting in concert with them or connected with them) in general meeting. The vote must be taken on a poll.

Independent NARS Shareholders should note that completion of the Transaction will be conditional upon passing of the resolution at the NARS General Meeting approving the Management Arrangements.

To become effective, the Scheme requires the approval of NARS Independent Shareholders by the passing of a resolution at the Court Meeting. The resolution must be approved by a majority in number of the NARS Independent Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per cent. of the Scheme Shares held by such NARS Independent Shareholders.

The Scheme is also conditional upon the passing of any resolutions at the NARS General Meeting required to give effect to the Scheme including the approval by Independent NARS Shareholders of the Management Arrangements by an ordinary resolution to be taken on a poll. The NARS General Meeting will be held immediately after the Court Meeting. In respect of the resolutions at the NARS General Meeting, NARS Shareholders who are permitted to vote on such resolutions will be entitled to cast one vote for each NARS Ordinary Share held.

Once the necessary approvals from Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order to the Registrar of Companies. Subject to satisfaction of the Conditions, the Scheme is expected to become effective in the second quarter of 2015.

Upon the Scheme becoming effective, it will be binding on all NARS Shareholders, irrespective of whether or not they attended or voted at the Court Meeting, and the Cash Consideration due under the Scheme will be despatched by, or on behalf of, CSP Bidco to Scheme Shareholders no later than 14 days after the Effective Date.

The Scheme will contain a provision for CSP Bidco and NARS to jointly consent, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose. NARS has been advised that the Court would be unlikely to approve any modification of, or addition to, or impose a condition to the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of the NARS Independent Shareholders should be held in these circumstances.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the NARS General Meeting and the expected timetable, and will specify the action to be taken by Scheme Shareholders. The circular including the Scheme and notices of the Meetings will be sent to NARS Shareholders as soon as reasonably practicable.

The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the Code. The bases and sources of certain information contained in this announcement are set out in Appendix 2. Certain terms used in this announcement are defined in Appendix 4.

   13.       Irrevocable Undertakings

Michael Marx has irrevocably undertaken, in respect of his entire beneficial holding of 30,000 NARS Ordinary Shares representing approximately 0.07 per cent. of NARS's issued ordinary share capital on 31 March 2015 (being the last Business Day before the date of this announcement), to vote in favour of the Scheme at the Court Meeting, and in respect of all of the resolutions at the NARS General Meeting.

CSP Bidco has received an irrevocable undertaking from Michael Wilmshurst to submit and undertake to the Court to be bound by the Scheme and to vote in favour of the resolutions to be proposed at the Meetings (save for the resolution at the Court Meeting and the resolution to approve the Management Arrangements on which he cannot vote) in respect of his 1,351,351 NARS Ordinary Shares in aggregate, representing approximately 3.13 per cent. of NARS's issued ordinary share capital on 31 March 2015 (being the last Business Day before the date of this announcement).

The irrevocable undertakings given by each of Michael Marx and Michael Wilmshurst will remain in full force and effect if the Transaction is effected by way of a takeover offer and will cease to be binding only if the Scheme and, if applicable, an Offer lapses or is withdrawn and no new, revised or replacement scheme of arrangement or takeover offer by CSP Bidco is or has been announced in accordance with Rule 2.7 of the Code. Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

Further details of these irrevocable undertakings (including further details of the circumstances in which they will lapse) are set out in Appendix 3 of this announcement.

   14.       Summary of the Management Arrangements

CSP Bidco believes that the ongoing participation of the Managers in the NARS Group is a very important element of the Transaction. Accordingly, CSP Bidco and its direct parent company, CSP Holdco, intend to put in place certain incentivisation arrangements for the Managers and other senior employees of the NARS Group with effect from and/or following completion of the Transaction.

To incentivise Mr Wilmshurst in connection with the future business of NARS under the ownership of CSP Bidco, Mr Wilmshurst will be entitled to subscribe for 'sweet equity' at nominal value in the form of B ordinary shares of GBP0.01 each and a premium of GBP0.99 each in the share capital of CSP Holdco. In addition, Mr Wilmshurst will be entitled to subscribe for A ordinary shares of GBP0.01 each and a premium of GBP0.99 each in the share capital of CSP Holdco and approximately GBP835,000 of manager loan notes in CSP Bidco on the terms summarised below on completion of the Transaction.

To incentivise Mr Pugh in connection with the future business of NARS under the ownership of CSP Bidco, Mr Pugh will be entitled to subscribe for 'sweet equity' at nominal value in the form of B ordinary shares of GBP0.01 each and a premium of GBP0.99 each in the share capital of CSP Holdco and B1 ordinary shares of GBP0.01 each (with no premium) in the share capital of CSP Holdco on the terms summarised below on completion of the Transaction.

Mr Wilmshurst shall subscribe for the following (funded by way of (a) all proceeds of the Offer due to Mr Wilmshurst or his connected persons that are in excess of GBP1.0 million and (b) 100 per cent. of any net transaction related bonus received by Mr Wilmshurst from the NARS Group):

1. such number of A ordinary shares to be issued on completion of the Transaction by CSP Holdco as represents approximately 1.5 per cent. of the fully-diluted nominal share capital of CSP Holdco on the date of completion of the Transaction;

2. such number of B ordinary shares to be issued on completion of the Transaction by CSP Holdco as represents approximately 8.4 per cent. of the fully-diluted nominal share capital of CSP Holdco on the date of completion of the Transaction. The B ordinary shares issued by CSP Holdco shall, in certain circumstances, be subject to time-vesting up to a maximum of 60 per cent. (other than on an exit, and 40 per cent. of such B ordinary shares shall not be subject to time-vesting arrangements in such circumstances) over a two year period following completion of the Transaction on the following basis:

   a.   20 per cent. vesting on completion of the Transaction;

b. 20 per cent. vesting on the first anniversary of completion of the Transaction (a total of 40 per cent. in aggregate); and

c. 20 per cent. vesting on the second anniversary of completion of the Transaction (a total of 60 per cent. in aggregate).

3. 100 per cent. of the manager loan notes with an interest free period in the first two years and a 10.5 per cent. PIK coupon in each yearly interest period thereafter (compounding annually) to be issued by CSP Bidco.

Mr Pugh shall subscribe for the following:

1. such number of B ordinary shares and B1 ordinary shares to be issued on completion of the Transaction by CSP Holdco as represents (in aggregate) approximately 5.2 per cent. of the fully-diluted nominal share capital of CSP Holdco on the date of completion of the Transaction, and which, in the case of the B ordinary shares only, shall, in certain circumstances, be subject to time-vesting up to a maximum of 60 per cent. (other than on an exit, and 40 per cent. of such B ordinary shares shall not be subject to time-vesting arrangements in such circumstances) over a two year period following completion of the Transaction on the following basis:

   a.   20 per cent. vesting on completion of the Transaction;

b. 20 per cent. vesting on the first anniversary of completion of the Transaction (a total of 40 per cent. in aggregate); and

c. 20 per cent. vesting on the second anniversary of completion of the Transaction (a total of 60 per cent. in aggregate).

Such number of B ordinary shares to be issued by CSP Holdco as represents approximately 3 per cent. of the fully-diluted nominal share capital of CSP Holdco following issue shall also be held in reserve and issued post-completion of the Transaction to other senior employees of the NARS Group as the board of CSP Holdco may determine from time to time (with the consent of the Carlyle Fund).

Mr Wilmshurst and Mr Pugh shall each provide post-exit restrictive covenants with a duration of two years from cessation of their employment with the NARS Group.

In addition, the Managers have each agreed to enter into new service agreements with the NARS Group from completion of the Transaction, with any prior arrangements with the NARS Group being terminated with effect from completion of the Transaction. The terms of new service agreements are to be agreed with CSP Bidco. In summary:

1. Mr Wilmshurst shall receive a salary of GBP390,000 plus employer pension contributions of 8 per cent. of his salary; and

2. Mr Pugh shall receive a salary of GBP190,000, but otherwise his new employment agreement shall reflect his current benefits.

As a result of their respective interests in the Management Arrangements, Mr Wilmshurst and Mr Pugh are not considered to be independent for the purposes of the Code and each of Mr Wilmshurst and Mr Pugh (and their respective connected persons) will not be entitled to vote on the resolution in respect of the Management Arrangements at the NARS General Meeting. Mr Pugh does not hold any NARS Ordinary Shares. Mr Wilmshurst has irrevocably undertaken to be bound by the Scheme in respect of his entire shareholding of NARS Ordinary Shares.

Westhouse Securities has confirmed that, in its opinion, the terms of the Management Arrangements are fair and reasonable so far as NARS Independent Shareholders are concerned.

   15.       Management Transaction Bonuses and termination payment

NARS has agreed to pay transaction bonuses to Mr Wilmshurst and Mr Pugh which will be payable in the event of completion of the Transaction, as follows:

-- Mr Wilmshurst - the bonus payment will be GBP1,000,000, and is on similar terms to a previously agreed bonus arrangement originally entered into in 2011 which expired on 31 December 2014 between Mr Wilmshurst and NARS in connection with any future sale of the Company. The Board of NARS had been planning to renew the scheme when the approach from Carlyle was received; and

   --     Mr Pugh - the bonus payment will be GBP150,000.

CSP Bidco has consented to these proposed transaction bonus payments for the purpose of Rule 21 of the Code. For the purpose of Rule 16 of the Code, Westhouse Securities considers the terms of the bonus payment to Michael Wilmshurst to be fair and reasonable insofar as the NARS Independent Shareholders are concerned.

NARS has separately also been in negotiations with its former executive director, Stephen Thompson, regarding a settlement agreement to terminate his employment contract and directorships with the NARS Group and for his waiver of any and all claims against the NARS Group. The settlement agreement was entered into by NARS and Stephen Thompson on 31 March 2015 and provides for Mr Thompson to receive an amount of GBP405,300 in aggregate in respect of the termination of his employment.

CSP Bidco has consented to the termination payment for Mr Thompson for the purpose of Rule 21 of the Code.

   16.       AIM cancellation

On completion of the Transaction, the Company will become a wholly-owned subsidiary of CSP Bidco. Prior to the Scheme becoming effective, a request will be made to the London Stock Exchange to cancel trading in the NARS Shares on AIM immediately following completion of the Transaction without seeking the separate approval of NARS Shareholders under Rule 41 of the AIM Rules for Companies.

Following the AIM cancellation, NARS Shares will not be quoted on any publicly quoted market in the United Kingdom or elsewhere.

Share certificates in respect of NARS Shares will cease to be valid and should be destroyed upon the Scheme taking effect. In addition, entitlements held within CREST to NARS Shares will be cancelled upon, or shortly after, the Scheme taking effect. As soon as possible after completion of the Transaction, it is intended that NARS will be re-registered as a private limited company.

   17.       NARS Share Schemes

All of the outstanding options under the NARS Share Schemes have an exercise price which is significantly higher than the cash consideration per NARS Share under the Cash Offer. Accordingly, it is not expected that these options will be exercised prior to the completion of the Transaction. NARS has therefore agreed with the Panel that no equivalent offer will be made to the holders of the Option Schemes.

Participants in the NARS Share Schemes will receive further details on the effect of the Transaction on their outstanding options in the separate letters which will be despatched to them in due course.

   18.       NARS 2014 Dividend

The NARS Board will not declare or recommend a final dividend in respect of the financial year ending 31 December 2014 on the basis and assuming that the Scheme becomes effective (or, if applicable, the Offer becomes or is declared unconditional in all respects). The NARS Board expects to declare such a dividend if the Scheme does not become effective or, if applicable, if the Offer does not become or is not declared unconditional in all respects.

   19.       Documents on display

Copies of the following documents will by no later than 12 noon (London time) on 2 April 2015 be published on NARS's website at http://corporate.nationwiderepairs.co.uk/investor-relations/information-takeover until the end of the Offer Period:

   --    this announcement; 
   --    the irrevocable undertakings listed in Appendix 3; 
   --    the Confidentiality Agreement; and 
   --    the Equity Terms Letter. 
   20.       General

CSP Bidco reserves the right, subject to receiving the consent of the Panel, to elect to implement the Transaction by way of a takeover offer for the entire issued and to be issued ordinary share capital of NARS not already held by CSP Bidco as an alternative to the Scheme. In such event, the Offer will be implemented on substantially the same terms (subject to appropriate amendments, including an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as CSP Bidco may decide or the Panel may require), so far as applicable, as those which would apply to the Scheme.

If the Transaction is effected by way of a takeover offer and such Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, CSP Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining NARS Ordinary Shares in respect of which the Offer has not been accepted.

The Transaction will be subject to the Conditions and other terms set out in Appendix 1 to this announcement and set out in the Scheme Document and the forms of proxy for the Meetings. The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the NARS General Meeting and the expected timetable of the Transaction.

The Transaction will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales and subject to the applicable requirements of the Code.

The bases and sources of certain financial information contained in this announcement are set out in Appendix 2.

Details of irrevocable commitments are listed in Appendix 3. Certain defined terms used in this announcement are defined in Appendix 4.

Enquiries:

NARS

   Michael Marx                           +44 (0)1993 701720

Westhouse Securities

(Financial adviser, Nominated Adviser and Corporate Broker to NARS)

   Robert  Finlay                           +44(0)207 601 6100

Antonio Bossi

KTZ Communications

(PR adviser to NARS)

   Katie Tzouliadis                        +44 (0)203 178 6378

Rothschild

(Financial adviser to Carlyle)

   Ravi Gupta                                 +44 (0)207 280 5000

Jonathan Slaughter

Carlyle

(Carlyle External Affairs)

   Catherine Armstrong                 +44 (0)207 894 1200

Important notices

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The Offer will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UK Listing Authority.

Forward-looking statements

No profit forecasts or estimates

Disclosure requirements of the Code

Electronic communications

Publication on website

Requesting hard copy documents

Rounding

Rule 2.10 Disclosure

APPENDIX 1

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE TRANSACTION

The Transaction will comply with the rules and regulations of the Code to the extent applicable.

   Part A:                        Conditions of the Transaction

1. The Transaction will be conditional upon the Scheme becoming effective, subject to the Code, by no later than the Long Stop Date or such later date (if any) as CSP Bidco and NARS may, with the consent of the Panel and (if required) the Court, agree.

   2.         The Scheme will be subject to the following conditions:

(A) its approval by a majority in number representing not less than 75 per cent. in value of the NARS Independent Shareholders who are on the register of members of NARS at the Voting Record Time, and who are present and vote, whether in person or by proxy, at the Court Meeting or at any adjournment thereof on or before the 22(nd) day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date (if any) selected by NARS as CSP Bidco may agree and the Court may allow);

(B) any resolution in connection with or required to approve and implement the Scheme being duly passed by the NARS Shareholders by the requisite majority at a General Meeting or at any adjournment thereof on or before the 22(nd) day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date (if any) selected by NARS as CSP Bidco may agree and the Court may allow);

(C) the resolution to approve the Management Arrangements being duly passed by NARS Independent Shareholders representing a majority of the votes cast on a poll (either in person or by proxy) at the NARS General Meeting or at any adjournment thereof on or before the 22nd day after the expected date of the NARS General Meeting to be set out in the Scheme Document (or such later date as may be agreed between CSP Bidco and NARS and the Court may allow); and

(D) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to NARS and CSP Bidco) and the delivery of a copy of the Scheme Court Order to the Registrar of Companies.

3. Subject as stated in Part B below and to the requirements of the Panel, the Transaction is conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless such Conditions (as amended if appropriate) have been satisfied and continue to be satisfied immediately prior to the Court hearing to sanction the Scheme or, where relevant, waived by CSP Bidco immediately prior to the Court hearing to sanction the Scheme:

(A) no regulatory authority or Third Party having decided or given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken, or otherwise having done anything, or having enacted, made or proposed and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) make the Transaction or its implementation or the acquisition or proposed acquisition by CSP Bidco of all or any NARS Shares, or the acquisition or proposed acquisition of control of NARS by any member of the Wider CSP Bidco Group, void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, challenge, delay, hinder or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or require amendment to the terms of the Transaction or any such acquisition;

(ii) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture, by any member of the Wider CSP Bidco Group or by any member of the Wider NARS Group of all or any portion of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their respective businesses (or any part of them) or to own, control or manage their respective assets or properties (or any part of them);

(iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider CSP Bidco Group, directly or indirectly, to acquire or to hold or to exercise effectively all or any rights of ownership in respect of shares, loans, securities convertible into shares or any other securities (or the equivalent) in any member of the Wider NARS Group or to exercise management control over any such member;

(iv) otherwise adversely affect any or all of the businesses, assets, liabilities, profits or prospects of any member of the Wider CSP Bidco Group or any member of the Wider NARS Group (including any action which would or might adversely affect or prejudice any of the status, licences, authorisations, exemptions or consents of any member of the Wider CSP Bidco Group or of the Wider NARS Group);

(v) require, prevent or delay a divestiture by any member of the Wider CSP Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider NARS Group;

(vi) limit the ability of any member of the Wider CSP Bidco Group or the Wider NARS Group to co-ordinate or integrate its business, or any part of it, with the business or any part of the business of any other member of the Wider CSP Bidco Group or of the Wider NARS Group; or

(vii) result in any member of the Wider NARS Group or the Wider CSP Bidco Group ceasing to be able to carry on business under any name which it presently does so,

(viii) and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference under the laws of any relevant jurisdiction or enact any such statute, regulation, order or decision or take any steps having expired, lapsed or been terminated;

(B) all notifications, notices, filings or applications in connection with the Transaction or any aspect of the Transaction or its financing, that are necessary having been made and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, certificates, exemptions, permissions and approvals ("Authorisations") necessary or appropriate in any jurisdiction for or in respect of the Transaction or the proposed acquisition of all or any NARS Shares or other securities in, or control of, NARS by any member of the Wider CSP Bidco Group having been obtained on terms and in a form reasonably satisfactory to each of CSP Bidco from all appropriate Third Parties or persons with whom any member of the Wider NARS Group has entered into contractual arrangements where the absence of such Authorisations would have a material adverse effect on the Wider CSP Bidco Group or the Wider NARS Group, in either case taken as a whole, or in the context of the Transaction, and all such Authorisations, together with all Authorisations necessary or appropriate to carry on the business of any member of the Wider NARS Group where such business is material in the context of the Wider NARS Group taken as a whole, or in the context of the Transaction, remaining in full force and effect at the time at which the Transaction becomes otherwise unconditional and there being no notice or indication of any intention to revoke, withdraw, suspend, restrict, withhold or modify or not to grant or renew any of the same;

(C) all necessary notifications, filings or applications having been made in connection with the Transaction, and all appropriate waiting and other time periods (including extensions thereof) in respect of the Transaction or its implementation under any applicable legislation or regulations in any jurisdiction having expired, lapsed or been terminated (as appropriate) and all necessary statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Transaction or the acquisition by any member of the Wider CSP Bidco Group of any shares or other securities in, or control of, NARS, in each case, where the absence of such notifications, filings or applications, or the failure of such waiting or other time periods to have expired, lapsed or been terminated, taken as a whole, would have a material adverse effect on the Wider CSP Bidco Group or the Wider NARS Group, in either case taken as a whole, or in the context of the Transaction;

(D) save as Fairly Disclosed there being no provision of any agreement, authorisation, arrangement, lease, licence, permit or other instrument to which any member of the Wider NARS Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which as a consequence of the Transaction or the proposed acquisition by CSP Bidco or any member of the Wider CSP Bidco Group of any shares or other securities (or the equivalent) in NARS or because of a change in the control or management of NARS or any member of the Wider NARS Group, or otherwise, would or might reasonably be expected to result in, to an extent which is material in the context of the Wider NARS Group taken as a whole, or in the context of the Transaction:

(i) any monies borrowed by or any other indebtedness (actual or contingent) of, or grant available to, any member of the Wider NARS Group, being or becoming repayable or being capable of being declared repayable immediately or prior to their or its stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn, prohibited or inhibited or becoming capable of being withdrawn, prohibited or inhibited;

(ii) any such agreement, authorisation, arrangement, lease, licence, permit or other instrument or the rights, liabilities, obligations or interests of any member of the Wider NARS Group thereunder being or becoming capable of being terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any assets or interests of any member of the Wider NARS Group being disposed of or charged or ceasing or failing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or cease to be available to any member of the Wider NARS Group otherwise than, in any such case, in the ordinary course of business;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property interest or assets or interest of any member of the Wider NARS Group, or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable or being enforced;

(v) the rights, liabilities, obligations or interests of any member of the Wider NARS Group in, or the business of any such member with, any person, company, firm or body (or any arrangements or agreements relating to any such interest or business) being terminated, or adversely modified or affected;

(vi) the value of any member of the Wider NARS Group or its financial or trading position or profits or prospects being prejudiced or adversely affected;

(vii) any member of the Wider NARS Group ceasing to be able to carry on business under any name under which it presently does so;

(viii) any liability of any member of the Wider NARS Group to make any severance, termination, bonus, or other payment to any of its directors or senior executives with an annual salary in excess of GBP100,000 (save in respect of the agreement between NARS and any of the Managers and/or Stephen Thompson (and to be entered into in accordance with Rule 21.1 of the Code));

(ix) the creation or assumption of any liability, actual or contingent, by any member of the Wider NARS Group other than in the ordinary course; and

(x) no event having occurred which, under any provision of any agreement, authorisation, arrangement, lease, licence, permit or other instrument to which any member of the Wider NARS Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would be reasonably likely to result in any of the events or circumstances referred to in sub-paragraph (i) to (ix) of this paragraph (D);

(E) save as Fairly Disclosed, no member of the Wider NARS Group having, since 31 December 2013:

(i) save as between NARS and wholly-owned subsidiaries of NARS or for NARS Shares issued pursuant to the exercise of options granted under the NARS Share Schemes, issued or agreed to issue, authorised or proposed the issue of additional shares of any class or securities convertible into, or exchangeable for, shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(ii) save for NARS Shares held in treasury and sold or transferred pursuant to the exercise of options granted under the NARS Share Schemes prior to Announcement Date, sold or transferred any NARS Shares held in treasury;

(iii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of NARS to NARS or any of its wholly-owned subsidiaries;

(iv) other than pursuant to the Transaction, merged or demerged with any body corporate or other entity or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any asset or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced an intention to propose any such merger, demerger, acquisition, disposal, transfer, mortgage, charge or security interest, other than, in the case of the acquisition or disposition of assets, in the ordinary course of business;

(v) save as between NARS and its Subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital;

(vi) save as between transactions between NARS and Subsidiaries, issued, authorised, proposed or announced an intention to propose the issue of or made any change in or to the terms of any debentures or, save in the ordinary course of business, become subject to any contingent liability or incurred or increased any indebtedness;

(vii) purchased, redeemed, repaid or announced an intention to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(viii) entered into, implemented, effected, varied, authorised, proposed or announced an intention to implement (A) any reconstruction, amalgamation, or scheme, or (B) any other commitment or other transaction or arrangement otherwise than in the ordinary course of business;

(ix) entered into or varied or terminated, or authorised, proposed or announced an intention to propose any variation or termination of, any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or is likely to be restrictive on the business of any member of the Wider NARS Group which involves or is likely to involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business;

(x) save for the Management Arrangements or as otherwise Fairly Disclosed, entered into or varied in any material respect the terms of any contract, service agreement or arrangement with any director or employees with an annual salary in excess of GBP100,000 of any member of the Wider NARS Group;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider NARS Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position, business, assets, financial or trading position or profits or prospects or operational performance of the Wider NARS Group taken as a whole;

(xii) entered into a contract, transaction or arrangement which is or would be restrictive on the business of any member of the Wider NARS Group or which (as a consequence of the implementation of the Transaction) or the acquisition by any member of the Wider CSP Bidco Group of control of NARS would be restrictive on the business of any member of the Wider CSP Bidco Group, and which is material in the context of the Wider NARS Group or the Wider CSP Bidco Group, in each case taken as whole (other than to a nature and extent which is normal in the context of the business concerned), or in the context of the Transaction;

(xiii) save for the Management Arrangements, proposed, agreed to provide or modified the terms of any share option scheme or incentive scheme relating to any person employed by the Wider NARS Group or entered into or changed the terms of any contract with any director or employees with an annual salary in excess of GBP100,000;

(xiv) save in relation to changes made or agreed as a result of, or arising from, changes to legislation made or agreed or consented to any change to: (a) the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants; (b) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder; (c) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; (d) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made, or agreed or consented to; or (e) the trustees, including the appointment of a trust corporation;

(xv) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease to carry on all or a substantial part of its business;

(xvi) (other than in respect of a member of the Wider NARS Group which is dormant and was solvent at the relevant time) taken or proposed any corporate action, or had any legal proceedings threatened or instituted against it for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any part of its assets or revenues or any analogous or equivalent steps or proceedings in any relevant jurisdiction having been taken or had any such person appointed;

(xvii) waived or compromised or settled any claim otherwise than in the ordinary course of business;

(xviii) made any alteration to its memorandum or articles of association or other constitutional documents;

(xix) taken or proposed to take any action which requires, or would require, the consent of the Panel or the approval of NARS Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code; or

(xx) entered into any contract, agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition in any material respect;

   (F)       save as Fairly Disclosed, since 31 December 2013;

(i) no adverse change or deterioration having occurred (or circumstances having arisen which would or might be expected to result in any adverse change or deterioration) in the business, assets, liabilities, financial or trading position or profits or prospects or operational performance of any member of the Wider NARS Group which is material in the context of the Wider NARS Group taken as a whole or in the context of the Transaction;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider NARS Group is or may become a party (whether as a claimant, defendant or otherwise) and no enquiry, review or investigation by any Third Party against or in respect of any member of the Wider NARS Group having been instituted, commenced, announced or threatened by or against or remaining outstanding in respect of any member of the Wider NARS Group, in each case, which is material in the context of the Wider NARS Group taken as a whole or in the context of the Transaction;

(iii) no contingent or other liability having arisen or increased or become apparent to any member of the Wider CSP Bidco Group which would or might reasonably be expected to adversely affect any member of the Wider NARS Group, to and to the extent in any such case is material in the context of the Wider NARS Group taken as a whole or in the context of the Transaction; and

(iv) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider NARS Group, which is necessary or appropriate for the proper carrying on of its business and is material in the context of the Wider NARS Group taken as a whole or in the context of the Transaction;

   (G)       save as Fairly Disclosed CSP Bidco not having discovered:

(i) that any financial, business or other information concerning the Wider NARS Group publicly announced or disclosed at any time by or on behalf of any member of the Wider NARS Group is materially misleading, contains a material misrepresentation of any fact or omits to state a fact necessary to make that information not materially misleading (in each case, to an extent material in the context of the Wider NARS Group or in the context of the Transaction);

(ii) that any member of the Wider NARS Group is subject to any liability, contingent, which is not disclosed in the annual report and accounts for NARS for the year ending 31 December 2013 which is material in the context of the Wider NARS Group or in the context of the Transaction;

(iii) that any past or present member of the Wider NARS Group has not complied with any and/or all applicable legislation, regulations or other requirements of any jurisdiction with regard to the use, treatment, storage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or that there has otherwise been an emission, discharge, disposal, spillage, release or leak of waste or hazardous substance or any substance likely to impair the environment or harm human health (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) on or from any land or property of any description or other asset now or previously owned, occupied or made use of by any past or present member of the Wider NARS Group or in which any such member may now or previously have had an interest which, in any case, is material in the context of the Wider NARS Group or in the context of the Transaction;

(iv) that there is or is likely to be any liability (whether actual or contingent) on the part of any past or present member of the Wider NARS Group to make good, repair, reinstate or clean up any property or any controlled waters of any description or other asset now or previously owned, occupied or made use of by any past or present member of the Wider NARS Group, or in which any such member may now or previously have had an interest, under any environmental legislation, regulation, common law, notice, authorisation, circular or order of any Third Party, which, in any case, is material in the context of the Wider NARS Group or in the context of the Transaction;

(v) that circumstances exist (whether as a result of the consummation of the Transaction or otherwise) which would be likely to lead to any Third Party instituting, (or whereby any member of the Wider NARS Group would be likely to be required to institute), an environmental audit or take any steps which would in any such case be likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or other asset now or previously owned, occupied or made use of by any member of the Wider NARS Group, or in which any such member may now or previously have had an interest, or any controlled waters, which, in any case, is material in the context of the Wider NARS Group or in the context of the Transaction;

(vi) that circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein now or previously held, used, sold, manufactured or carried out by any past or present member of the Wider NARS Group which, in any case, is material in the context of the Wider NARS Group or in the context of the Transaction;

(vii) that circumstances have arisen or events have occurred since the date of this announcement in relation to any intellectual property owned, used or licensed by the Wider NARS Group or to any third parties, including:

(a) any member of the Wider NARS Group losing its title to any intellectual property or any intellectual property owned by the Wider NARS Group being revoked, cancelled or declared invalid;

(b) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider NARS Group being terminated or varied; or

(c) any claim being filed suggesting that any member of the Wider NARS Group infringed the intellectual property rights of a third party or any member of the Wider NARS Group being found to have infringed the intellectual property rights of a third party,

in each case, which is material in the context of the Wider NARS Group taken as a whole or in the context of the Transaction; or

(viii) that any past or present member of the Wider NARS Group or any employee or agent acting on behalf of the foregoing, has:

(a) paid or agreed to pay any bribe including any 'inducement fee', given or agreed to give any similar gift or benefit or paid or agreed to pay to a concealed bank account or fund to or for the account of, any customer, supplier, governmental official or employee, representative of a political party, or other person for the purpose of obtaining or retaining business, or otherwise engaged in any activity or done such things (or omitted to do such things) in contravention of applicable law or regulation addressing bribery or corruption (including without limitation the Organisation for Economic Co-operation and Development's Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws implementing the same, the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act of 1977); or

(b) engaged in any business with or made any investments in, or made any payments to (i) any government, entity or individuals with which US persons are prohibited from engaging in activities or doing business by US laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or (ii) any government, entity or individual targeted by any of the economic sanctions of the United Kingdom and administered by the Bank of England.

For the purposes of these Conditions the "Wider NARS Group" means NARS and its subsidiary undertakings, associated undertakings and any other undertaking in which NARS and/or such undertakings (aggregating their interests) have a significant interest and the "Wider CSP Bidco Group" means CSP Bidco and its subsidiary undertakings, associated undertakings and any other undertaking in which CSP Bidco and/or such undertakings (aggregating their interests) have a significant interest and for these purposes "subsidiary undertaking" and "undertaking" have the meanings given by sections 1162 and 1161 Companies Act 2006 respectively, "associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this purpose, and "significant interest" means a direct or indirect interest in ten per cent. or more of the equity share capital (as defined in the Companies Act 2006).

   Part B:            Certain further terms of the Transaction

1. CSP Bidco reserves the right to waive, in whole or in part, all or any of Conditions 3(A) to (F) inclusive. Conditions 3(A) to (F) must be satisfied as at, or waived prior to, the commencement of the Court Hearing, failing which the Transaction will lapse and the Scheme will not proceed. CSP Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or treat as fulfilled any of the Conditions 3(A) to (F) (inclusive) at any time prior to the Long Stop Date, notwithstanding that the other Conditions (or any of them) may at an earlier date have been waived (if capable of waiver), satisfied or fulfilled and that there are, at such earlier date, no circumstances indicating that any such Condition may not be capable of satisfaction or fulfilment.

2. The Transaction will lapse and the Scheme will not proceed if, prior to the date of the Court Meeting and the NARS General Meeting, there is a CMA Phase 2 Reference or if Phase 2 European Commission proceedings are initiated or if, following a referral of the Transaction by the European Commission under Article 9(1) of the European Council Merger Regulation to a competent authority in the United Kingdom, there is a CMA Phase 2 Reference in respect of the Transaction, or any matter arising from the Transaction.

3. If CSP Bidco is required by the Panel to make an offer for NARS Shares under the provisions of Rule 9 of the Code, CSP Bidco may make such alterations to the above conditions of the Transaction as are necessary to comply with the provisions of that Rule.

4. CSP Bidco reserves the right to elect (with the consent of the Panel) to implement the Transaction by way of a takeover offer (as defined in Part 28 of the Companies Act 2006). In such event, such offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Transaction, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as CSP Bidco may decide or the Panel may require), so far as applicable, as those which would apply to the Scheme.

5. The availability of the Transaction to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

6. This Transaction will be governed by English law and be subject to the jurisdiction of the English courts, to the conditions set out below and in the Scheme Document. The Transaction will comply with the applicable rules and regulations of the FCA, the London Stock Exchange and the Code.

7. Each of the Conditions will be regarded as a separate Condition and will not be limited by reference to any other Condition.

APPENDIX 2

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement:

1. The value of the Offer is calculated on the basis of the issued share capital of NARS as set out in paragraph 2 below.

2. The fully diluted ordinary share capital of NARS (being 43,197,220 NARS Ordinary Shares) is calculated on the basis of:

   --     43,197,220 NARS Ordinary Shares in issue on 31 March 2015; and

-- no further NARS Ordinary Shares being issued on or after the date of this announcement as a result of the exercise of options or under the NARS Share Schemes.

   3.         Closing Prices for NARS Shares are taken from the London Stock Exchange.

4. Unless otherwise stated, financial information relating to the NARS Group has been extracted or derived (without any adjustment) from the audited annual report and accounts for NARS for the year ended 31 December 2013, prepared in accordance with IFRS.

   5.         Volume Weighted Average Prices for NARS Shares are derived from Bloomberg.

APPENDIX 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

Directors

The NARS Directors have given irrevocable undertakings in relation to the Transaction as follows:

 
 Name of NARS Director    Number of NARS Ordinary   Percentage of existing 
  giving undertaking       Shares in respect         NARS issued ordinary 
                           of which undertaking      share capital 
                           is given* 
 Michael Marx                30,000                 0.07% 
 Michael Wilmshurst       1,351,351                 3.13% 
 Total                    1,381,351                 3.20%

*The undertakings and the numbers referred to in this table refer only to those NARS Ordinary Shares to which the relevant director is beneficially entitled and any share such director is otherwise able to control the exercise of in terms of the rights attaching to such share, including the ability to procure the transfer of such share. The numbers referred to in this table exclude any award that may be outstanding under the NARS Share Schemes, however any such shares awarded would be included in the scope of the undertakings.

These irrevocable undertakings include undertakings from the NARS Directors who hold NARS Ordinary Shares in respect of their entire beneficial holdings of NARS Ordinary Shares and any NARS Ordinary Shares which may be issued under the NARS Share Schemes:

(i) to cast, or, where applicable, procure the casting of, all voting rights attaching to such NARS Ordinary Shares in favour of any resolutions required to give effect to the Scheme at the NARS General Meeting or the Court Meeting;

(ii) if CSP Bidco exercises its right to structure the Transaction as a takeover offer, to accept or procure the acceptance of such Offer; and

(iii) not to accept any offer made or proposed to be made in respect of the NARS Ordinary Shares by any person other than CSP Bidco, or, where applicable, to procure that no such offer is accepted,

In the case of Michael Wilmshurst, the undertaking referred to at (i) above is subject to him being permitted to vote on the resolution in question. The undertaking from Michael Wilmshurst contains an agreement that he will, in all circumstances, be bound by the terms of the Scheme.

These irrevocable undertakings would have ceased to be binding if this announcement had not been released by 5pm (London time) on 1 April 2015 or such later date as CSP Bidco and NARS had agreed.

Other NARS Ordinary Shareholders

The following NARS Ordinary Shareholders have given irrevocable undertakings in relation to the Transaction as follows:

 
 Name of NARS Ordinary     Number of NARS Ordinary   Percentage of existing 
  Shareholder giving        Shares in respect         NARS issued ordinary 
  undertaking               of which undertaking      share capital 
                            is given* 
 Clients of Harwood 
  Capital LLP**                          2,595,414   6.01% 
 North Atlantic Small 
  Companies Investment 
  Trust plc**                           10,000,000   23.15% 
 Oryx International 
  Growth Fund Limited**                    800,000   1.85% 
 Miton Asset Management 
  Limited                                5,300,000   12.27% 
 River and Mercantile 
  Asset Management 
  LLP                                    2,500,000   5.79% 
 Henderson Alternative 
  Investment Advisor 
  Limited                                4,948,423   11.46% 
 Total                                  26,143,837   60.52%

* The undertakings and the numbers referred to in this table refer only to those NARS Ordinary Shares to which the relevant NARS Ordinary Shareholder is beneficially entitled and any share such NARS Ordinary Shareholder is otherwise able to control the exercise of in terms of the rights attaching to such share, including the ability to procure the transfer of such share.

** Each being an entity connected with Harwood Capital LLP (each for the purpose of this Appendix 3 a "Harwood Entity").

These irrevocable undertakings include undertakings from the relevant NARS Ordinary Shareholder in respect of their entire beneficial holdings of NARS Ordinary Shares and any NARS Ordinary Shares which they are otherwise able to control the exercise of in terms of the rights attaching to such share, including the ability to procure the transfer of such share:

(i) to cast, or, where applicable, procure the casting of, all voting rights attaching to such NARS Ordinary Shares in favour of any resolutions in favour of the Scheme or required to give effect to the Scheme at the NARS General Meeting or the Court Meeting, including the votes of the NARS Independent Shareholders approving the Management Arrangements;

(ii) if CSP Bidco exercises its right to structure the Transaction as a takeover offer, to accept or procure the acceptance of such Offer; and

(iii) not to accept any offer made or proposed to be made in respect of the NARS Ordinary Shares by any person other than CSP Bidco.

These irrevocable undertakings would have ceased to be binding if this announcement had not been released by 5pm (London time) on 1 April 2015.

The irrevocable undertakings from NARS Ordinary Shareholders shall lapse and cease to be binding if the Scheme lapses or is withdrawn and no new, revised or replacement Scheme or Offer has been announced, in accordance with Rule 2.7 of the Code, in its place or is announced, in accordance with Rule 2.7 of the Code, at the same time.

The irrevocable undertakings from each Harwood Entity and River and Mercantile Asset Management LLP shall lapse and cease to be binding if a third party in accordance with the Code, announces a firm intention to make, or makes a general offer to acquire the whole or a majority of the NARS Ordinary Shares on terms which represent an improvement of no less than fifteen (15) per cent. of the value of the consideration offered under the Scheme as at the date on which such offer is announced and CSP Bidco does not increase the consideration offered under the Scheme to an amount which is a higher value of consideration within seven (7) days of the date of the third party's announcement.

The irrevocable undertakings from Miton Asset Management Limited and Henderson Global Investors shall lapse and cease to be binding if a third party in accordance with the Code, announces a firm intention to make, or makes a general offer to acquire the whole or a majority of the NARS Ordinary Shares on terms which represent an improvement of no less than ten (10) per cent. of the value of the consideration offered under the Scheme as at the date on which such offer is announced and CSP Bidco does not increase the consideration offered under the Scheme to an amount which is a higher value of consideration within seven (7) days of the date of the third party's announcement.

APPENDIX 4

DEFINITIONS

 
 "AIM"                             the AIM Market of the London Stock 
                                    Exchange 
 "Amended NARS Articles"           the articles of association of NARS 
                                    as at the Announcement Date, as 
                                    amended to include provisions, in 
                                    terms approved by CSP Bidco, that 
                                    avoid any person (other than CSP 
                                    Bidco or its nominee(s)) remaining 
                                    as a holder of NARS Shares after 
                                    the Effective Date, such proposed 
                                    amendments to be set out in full 
                                    in the notice of the NARS General 
                                    Meeting 
 "Announcement Date"               1 April 2015 
 "Board"                           the board of directors of the relevant 
                                    company 
 "Business Day"                    a day, (other than a Saturday, Sunday, 
                                    public or bank holiday) on which 
                                    banks are generally open for business 
                                    in London other than solely for 
                                    trading and settlement in Euro 
 "Carlyle"                         has the meaning given on page 2 
                                    of this announcement 
 "Carlyle Fund"                    CSP III AIV (Cayman), L.P. a Cayman 
                                    Islands limited partnership registered 
                                    under number WK - 72521 
 "Cash Consideration"              the entitlement of the Scheme Shareholders 
                                    to receive 100 pence in cash consideration 
                                    for each Scheme Share 
 "Cash Offer"                      the offer by CSP Bidco to the Scheme 
                                    Shareholders to acquire their Scheme 
                                    Shares for the Cash Consideration 
 "Closing Price"                   the closing middle market price 
                                    of a NARS Share on a particular 
                                    trading day as derived from the 
                                    London Stock Exchange 
 "CMA Phase 2 Reference"           a reference of the Offer to the 
                                    chair of the Competition and Markets 
                                    Authority for the constitution of 
                                    a group under Schedule 4 to the 
                                    Enterprise and Regulatory Reform 
                                    Act 2013 
 "Code"                            the City Code on Takeovers and Mergers 
 "Competition and Markets          a UK statutory body established 
  Authority"                        under the Enterprise and Regulatory 
                                    Reform Act 2013 
 "Conditions"                      the conditions of the Transaction 
                                    set out in Appendix 1 to this announcement 
 "Confidentiality Agreement"       the confidentiality and standstill 
                                    agreement entered into between NARS 
                                    and CELF Advisors LLP on 20 February 
                                    2015 
 "Court"                           the High Court of Justice in England 
                                    and Wales 
 "Court Meeting"                   the meeting of the NARS Independent 
                                    Shareholders convened by order of 
                                    the Court pursuant to section 899 
                                    of the Companies Act 2006 for the 
                                    purpose of considering and, if thought 
                                    fit, approving the Scheme (with 
                                    or without amendment) and any adjournment 
                                    thereof 
 "Court Order"                     the order of the Court sanctioning 
                                    the Scheme 
 "CREST"                           the system for the paperless settlement 
                                    of trades in securities and the 
                                    holding of uncertificated securities 
                                    operated by Euroclear 
 "CSP Bidco"                       Canaveral Bidco Limited, incorporated 
                                    in England and Wales with registered 
                                    number 09511818 
 "CSP Bidco Directors"             members of the Board of CSP Bidco 
 "CSP Holdco"                      Canaveral Holdco Limited, incorporated 
                                    in England and Wales with registered 
                                    number 09511186 
 "Dealing Arrangement"             an arrangement of the kind referred 
                                    to in Note 11(a) on the definition 
                                    of acting in concert in the Code 
 "Dealing Disclosure"              has the same meaning as in Rule 
  "Effective Date"                  8 of Code 
                                    the date on which the Scheme becomes 
                                    effective in accordance with its 
                                    terms 
 "Equity Terms Letter"             the agreement entered into between 
                                    parties including the Managers, 
                                    CSP Bidco and CSP Holdco on 31 March 
                                    2015 
 "Euroclear"                       Euroclear UK and Ireland Limited 
  "Fairly Disclosed"                means (i) publicly announced by 
                                    or on behalf of NARS through a Regulatory 
                                    Information Service on or before 
                                    the date of this announcement or 
                                    (ii) made available in the electronic 
                                    data room established by NARS for 
                                    the Transaction or (iii) otherwise 
                                    fairly disclosed in writing or verbally 
                                    in meetings or other conversations 
                                    requested by any member of the CSP 
                                    Group, by any member of the Wider 
                                    NARS Group or any of its professional 
                                    advisers, including but not limited 
                                    to any of its legal advisers and 
                                    any of its financial advisers, to 
                                    a member of the Wider CSP Bidco 
                                    Group or any of its professional 
                                    advisers, including but not limited 
                                    to any of its legal advisers and 
                                    any of its financial advisers, before 
                                    the date of this announcement or 
                                    (iv) as disclosed in NARS's annual 
                                    report and accounts for the year 
                                    ended 31 December 2013 or (v) filed 
                                    and displayed at Companies House 
                                    in relation to a member of the NARS 
                                    Group on 16 March 2015 
 "IAS"                             International Accounting Standards 
 "London Stock Exchange"           the London Stock Exchange plc 
 "Long Stop Date"                  31 August 2015 or such later date 
                                    (if any) as CSP Bidco and NARS may 
                                    agree and (if required) the Panel 
                                    and the Court may allow 
 "Managers"                        means Michael Wilmshurst and David 
                                    Pugh 
 "Management Arrangements"         mean the arrangements set out in 
                                    the Equity Terms Letter, and as 
                                    further described in paragraph 14 
                                    of this announcement and to be set 
                                    out in the Scheme Document 
 "Meetings"                        the Court Meeting and the NARS General 
                                    Meeting 
 "NARS"                            Nationwide Accident Repair Services 
                                    plc, incorporated in England and 
                                    Wales with registered number 966807 
 "NARS Directors"                  the Board of NARS 
 "NARS General Meeting"            the general meeting of NARS Shareholders 
                                    to be convened to consider and if 
                                    thought fit pass, inter alia, any 
                                    required resolution in relation 
                                    to the Scheme and the Transaction 
                                    and the resolution to be taken on 
                                    a poll of NARS Independent Shareholders 
                                    in relation to Management Arrangements 
 "NARS Group"                      NARS and its Subsidiary and associated 
                                    undertakings 
 "NARS Independent Directors"      the Board of NARS excluding Michael 
                                    Wilmshurst and David Pugh 
 "NARS Independent Shareholders"   the NARS Shareholders excluding 
                                    Michael Wilmshurst and David Pugh 
                                    and their connected persons 
 "NARS Ordinary Shareholders"      the holders of NARS Ordinary Shares 
 "NARS Ordinary Shares"            the ordinary shares of 12.5 pence 
                                    each in the capital of NARS 
 "NARS Shares"                     means the NARS Ordinary Shares 
 "NARS Shareholders"               means NARS Ordinary Shareholders 
 "NARS Share Schemes"              means the Nationwide Accident Repair 
                                    Services plc Share Option Plan adopted 
                                    on 31 May 2006 
 "Offer"                           the recommended cash offer being 
                                    made by CSP Bidco to acquire the 
                                    issued and to be issued share capital 
                                    of NARS to be effected by means 
                                    of the Scheme (or, subject to the 
                                    consent of the Panel, by way of 
                                    a takeover offer as defined in Chapter 
                                    3 of Part 28 of the Companies Act 
                                    2006) and, where the context admits, 
                                    any subsequent revision, variation, 
                                    extension or renewal of such offer 
 "Offer Period"                    the offer period (as defined by 
                                    the Code) relating to NARS, which 
                                    commenced on 1 April 2015 
 "Offer Price"                     consideration payable under the 
                                    Offer in respect of a NARS Share 
 "Official List"                   The official list maintained by 
                                    the London Stock Exchange 
 "Opening Position Disclosure"     has the same meaning as in Rule 
                                    8 of the Code 
 "Overseas Shareholders"           NARS Shareholders (or nominees of, 
                                    or custodians or trustees for NARS 
                                    Shareholders) not resident in, or 
                                    nationals or citizens of the United 
                                    Kingdom 
 "Panel"                           the Panel on Takeovers and Mergers 
 "Registrar of Companies"          the Registrar of Companies in England 
                                    and Wales; 
 "Regulation"                      has the meaning given to it in paragraph 
                                    3(A) of Appendix 1 to this Announcement 
 "Regulatory Information           any information service authorised 
  Service"                          from time to time by the Financial 
                                    Conduct Authority for the purpose 
                                    of disseminating regulatory announcements 
 "Restricted Jurisdiction"         United States, Japan, South Africa, 
                                    Australia or any other jurisdiction 
                                    where local laws or regulations 
                                    may result in a significant risk 
                                    of civil, regulatory or criminal 
                                    exposure if information concerning 
                                    the Transaction is sent or made 
                                    available to NARS Shareholders in 
                                    that jurisdiction 
 "Rothschild"                      N M Rothschild & Sons Limited 
 "Scheme"                          the proposed scheme of arrangement 
                                    under Part 26 of the Companies Act 
                                    2006 between NARS and Scheme Shareholders 
                                    to implement the Transaction 
 "Scheme Court Hearing"            the hearing of the Court to sanction 
                                    the Scheme under section 899 of 
                                    the Companies Act 2006 
 "Scheme Court Order"              the order of the Court sanctioning 
                                    the Scheme under section 899 of 
                                    the Companies Act 2006 
 "Scheme Document"                 the document to be dispatched to 
                                    Scheme Shareholders including the 
  "Scheme Record Time"              particulars required by section 
                                    897 of the Companies Act 2006 
                                    6.00p.m. (London time) on the business 
                                    day immediately preceding the date 
                                    of the Scheme Court Hearing 
 "Scheme Shareholder"              holders of Scheme Shares 
 "Scheme Shares"                   1. the NARS Ordinary Shares in issue 
                                    at the date of the Scheme Document; 
                                    2. any NARS Ordinary Shares issued 
                                    after the date of the Scheme Document 
                                    and prior to the Voting Record Time; 
                                    and 
                                    3. any NARS Ordinary Shares issued 
                                    at or after the Voting Record Time 
                                    and prior to 6.00 p.m. on the day 
                                    before the date on which the Court 
                                    Order is made in respect of which 
                                    the original or any subsequent holder 
                                    thereof is bound by the Scheme, 
                                    or shall by such time have agreed 
                                    in writing to be bound by the Scheme 
 "Subsidiary" or "Subsidiaries"    has the meaning given in section 
                                    1159 of the Companies Act 2006 
 "Third Party"                     each of a central bank, government 
                                    or governmental, quasi-governmental, 
                                    supranational, statutory, regulatory, 
                                    environmental, administrative, fiscal 
                                    or investigative body, court, trade 
                                    agency, association, institution 
                                    or any other body or person whatsoever 
                                    in any jurisdiction (each a "Third 
                                    Party" and all collectively "Third 
                                    Parties") 
 "Transaction"                     the proposed acquisition of the 
                                    entire issued and to be issued ordinary 
                                    share capital of NARS by CSP Bidco, 
                                    to be effected by the Scheme as 
                                    described in this announcement and 
                                    in the Scheme Document to be dispatched 
                                    to the Scheme Shareholders (or by 
                                    a takeover offer under certain circumstances 
                                    described in this announcement) 
 "UK" or "United Kingdom"          the United Kingdom of Great Britain 
                                    and Northern Ireland 
 "US" or "United States"           the United States of America, its 
                                    territories and possessions, any 
                                    state of the United States of America 
                                    and the District of Columbia 
 "US Exchange Act"                 the US Securities Exchange Act of 
                                    1934, as amended 
 "Volume Weighted Average          volume weighted average price, calculated 
  Price"                            in accordance with paragraph (5) 
                                    of Appendix 2 of this Announcement 
 "Voting Record Time"              6.00 p.m. (London time) on the day 
                                    prior to the day immediately before 
                                    the Court Meeting or any adjournment 
                                    thereof (as the case may be) 
 "Westhouse Securities"            Westhouse Securities Limited 
  "Wider CSP Bidco Group"           shall have the meaning set out in 
  "Wider NARS Group"                paragraph (F) of Part A of Appendix 
                                    1 
                                    shall have the meaning set out in 
                                    paragraph (F) of Part A of Appendix 
                                    1

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFFPKDDDDBKKNQK

Nationwide Accident Repair Svc (LSE:NARS)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024

Click aqui para mais gráficos Nationwide Accident Repair Svc.

Nationwide Accident Repair Svc (LSE:NARS)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024

Dados

Notícias

Ferramentas

Mercados

Comunidade

Hot Features

Follow Feed

Fluxo de Opções

Monitor

NARS Nationw.Acc

Notícias Nationwide Accident Repair Svc

Seu Histórico Recente

Empresa

Negócios

Popular

Obter o aplicativo

Tendências Agora

Rankings