TIDMPRZ TIDMTTM
RNS Number : 8589Y
Prezzo PLC
04 December 2014
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 OR
REGULATIONS OF SUCH JURISDICTION
4 December 2014
RECOMMENDED CASH ACQUISITION
of
PREZZO PLC
by
PAPA BIDCO LIMITED
(a newly-incorporated company indirectly owned by the TPG
Funds)
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
Publication and posting of Scheme Document
On 6 November 2014, the boards of Prezzo plc ("Prezzo" or the
"Company") and Papa Bidco Limited ("Bidco") announced that they had
reached agreement on the terms of a recommended cash acquisition
pursuant to which Bidco, a newly-incorporated company indirectly
owned by the TPG Funds, intends to acquire the entire issued and to
be issued share capital of Prezzo. As outlined in that
announcement, it is intended that the Acquisition will be effected
by means of a scheme of arrangement under Part 26 of the Companies
Act (the "Scheme").
Under the terms of the Acquisition, Scheme Shareholders will be
entitled to receive:
for each Prezzo Share held 126.5 pence in cash
Prezzo and Bidco are pleased to announce that the Court has
approved the publication and posting of the circular to Prezzo
Shareholders relating to the Scheme (the "Scheme Document"). The
Scheme Document contains, among other things, a letter from the
Chairman of Prezzo, an explanatory statement pursuant to section
897 of the Companies Act, the full terms and conditions of the
Scheme, details of the actions to be taken by Prezzo Shareholders
and notices convening the Court Meeting and the General
Meeting.
As described in the Scheme Document, to become Effective the
Scheme will require, amongst other things, the approval of Scheme
Shareholders at the Court Meeting and the passing of the Special
Resolution to be proposed at the General Meeting by Prezzo
Shareholders. In addition, the Scheme must be sanctioned, and the
Reduction of Capital must be confirmed, by the Court.
The Court Meeting and the General Meeting will be held at the
offices of Olswang LLP at 90 High Holborn, London WC1V 6XX on 9
January 2015, with the Court Meeting commencing at 11.00 a.m. and
the General Meeting commencing at 11.15 a.m. (or, if later, as soon
as the Court Meeting has been concluded or adjourned).
Subject to the approval of Prezzo Shareholders, the sanction of
the Court and the satisfaction or waiver of the other conditions to
which the Scheme is subject, it is expected that the Scheme will
become effective on 2 February 2015.
The Scheme Document and the Forms of Proxy for use by Scheme
Shareholders at the Court Meeting and Prezzo Shareholders at the
General Meeting will be posted to Prezzo Shareholders today. Copies
of this announcement and the Scheme Document will also be
available, subject to certain restrictions relating to persons in
Restricted Jurisdictions, on Prezzo's website at
www.prezzorestaurantscorporate.co.uk/ during the course of the
Acquisition. For the avoidance of doubt, the contents of that
website are (save where expressly stated) not incorporated into,
and do not form part of, this announcement.
Prezzo Shareholders should carefully read the Scheme Document in
its entirety before making a decision with respect to the
Scheme.
Participants in the Prezzo Share Plans will receive further
details of the effect of the Scheme on their outstanding Prezzo
Options in separate letters, which will be posted to them
today.
Capitalised terms used in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document.
Timetable
The expected timetable of principal events is set out below:
Event Time and Date
Latest time for lodging Forms of
Proxy for the:
Court Meeting (WHITE Form of Proxy) 11.00 a.m. on 7 January
2015
General Meeting (BLUE Form of Proxy) 11.15 a.m. on 7 January
2015
Voting Record Time 6.00 p.m. on 7 January
2015
Court Meeting 11.00 a.m. on 9 January
2015
General Meeting 11.15 a.m. on 9 January
2015
Court Hearing to sanction the Scheme 28 January 2015
Last day of dealings in, and for 29 January 2015
registration of transfers of, and
disablement in CREST of, Ordinary
Shares
Scheme Record Date 6.00 p.m. on 29 January
2015
Suspension of Ordinary Shares 7.30 a.m. on 30 January
2015
Court Hearing to confirm the Reduction 30 January 2015
of Capital
Effective Date 2 February 2015
Cancellation of admission to trading 7.00 a.m. on 3 February
of Ordinary Shares on AIM 2015
Latest date for despatch of cheques 16 February 2015
and settlement through CREST
Long Stop Date 6 May 2015
The Scheme is conditional upon the Scheme becoming unconditional
and becoming effective by no later than the Long Stop Date, or such
later date (if any) as Bidco may agree and, if required, the Court
may allow.
All references to times are to times in London (unless otherwise
stated). The times and dates given above are indicative only and
may be subject to change. Any changes to these times and dates will
be notified to Prezzo Shareholders via a Regulatory Information
Service or as may otherwise be required by the Panel.
Proposed cancellation of trading of Prezzo Shares on AIM
In accordance with AIM Rule 41, the Company hereby notifies
Prezzo Shareholders that, if it is fully implemented, the Scheme
will result in the suspension and subsequent cancellation of the
admission of Prezzo Shares to trading on AIM ("Cancellation").
On the basis of the current timetable for the Scheme, and
assuming the requisite approvals are received from Scheme
Shareholders at the Court Meeting and Prezzo Shareholders at the
General Meeting and that the Court sanctions the Scheme at the
Scheme Court Hearing, the last day of dealings in Ordinary Shares
on AIM is expected to be 29 January 2015. No transfers of Ordinary
Shares will be registered after 6.00 p.m. on the Last Dealing Date.
Prior to the Scheme becoming effective, an application will be made
to the London Stock Exchange to cancel the admission to trading of
the Ordinary Shares on AIM shortly after the Effective Date.
On the Effective Date, Bidco will be the sole shareholder in
Prezzo and share certificates in respect of Ordinary Shares will
cease to be valid. Scheme Shareholders should, if so requested by
Prezzo, send their Prezzo share certificates to Prezzo following
receipt of consideration due under the terms of the Scheme, or
destroy them. Entitlements to Ordinary Shares held within the CREST
system will be cancelled on the Effective Date.
Enquiries
Bell Pottinger (Media enquiries to Bidco +44 (0) 20 3772 2550 /
and TPG) 2579
Gavin Davis
Charlie Harrison
Jefferies (Financial adviser to Bidco
and TPG) +44 (0) 20 7029 8000
Andrew Bell
Badri Wadawadigi
Barclays (Financial adviser to Bidco
and TPG)
Karen Frank +44 (0) 20 7623 2323
Tulchan Communications LLP (Media enquiries
to Prezzo)
Tom Buchanan
Victoria Huxster +44 (0) 20 7353 4200
Altium (Financial adviser to Prezzo) +44 (0) 20 7484 4040
Sam Fuller
Paul Chamberlain
Cenkos Securities Plc (NOMAD and Broker
to Prezzo) +44 (0) 20 7397 8900
Bobbie Hilliam
Further information
Jefferies International Limited ("Jefferies"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for TPG and Bidco and no
one else in connection with the Acquisition and will not be
responsible to anyone other than TPG and Bidco for providing the
protections afforded to clients of Jefferies nor for providing
advice in relation to the Acquisition or any other matter referred
to in this announcement.
Barclays Bank plc ("Barclays"), acting through its investment
bank, which is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively as financial advisor
for TPG and Bidco and no one else in connection with the
Acquisition and will not be responsible to anyone other than TPG
and Bidco for providing the protections afforded to its clients or
for providing advice in relation to the Acquisition or in relation
to the contents of this announcement or any transaction or any
other matters referred to in this announcement.
Altium Capital Limited ("Altium"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Prezzo and no one else in connection with
the Acquisition, and will not be responsible to anyone other than
Prezzo for providing the protections afforded to clients of Altium
nor for providing advice in relation to the Acquisition or any
other matter referred to in this announcement.
Cenkos Securities Plc ("Cenkos"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Prezzo and no one else in connection with
the Acquisition, and will not be responsible to anyone other than
Prezzo for providing the protections afforded to clients of Cenkos
nor for providing advice in relation to the Acquisition or any
other matter referred to in this announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval or of an
offer to buy securities in any jurisdiction, pursuant to the
Acquisition or otherwise. Any vote in respect of the Scheme or
other response in respect of the Acquisition should be made only on
the basis of information contained in the Scheme Document. Prezzo
Shareholders are advised to read the formal documentation in
relation to the Acquisition carefully.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules 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.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom and the ability of Prezzo Shareholders who
are not resident in the United Kingdom to participate in the
Acquisition may be affected by the laws of relevant jurisdictions.
Therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or Prezzo Shareholders
who are not resident in the United Kingdom will need to inform
themselves about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction and no person may vote in respect of
the Acquisition by any such use, means, instrumentality or from
within a Restricted Jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed, transmitted
or otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction and persons receiving this announcement
(including, without limitation, agents, nominees, custodians and
trustees) must not distribute, send or mail it in, into or from
such jurisdiction. Any person (including, without limitation, any
agent, nominee or trustee) who has a contractual or legal
obligation, or may otherwise intend, to forward this announcement
and/or the Scheme Document and/or any other related document to a
jurisdiction outside the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdiction.
The Acquisition relates to the shares of a public limited
company incorporated in England and Wales and is being effected by
means of a scheme of arrangement provided for under, and governed
by, English 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
Acquisition is subject to the disclosure requirements of and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements of the
United States tender offer and proxy solicitation rules.
Financial information included in 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.
It may be difficult for US Holders of Prezzo Shares to enforce
their rights and any claim arising out of US federal securities
laws, since Bidco is incorporated under the laws of England and
Wales and Prezzo is incorporated under the laws of England and
Wales, and some or all of their officers and directors are
residents of non-US jurisdictions. In addition, most of the assets
of Bidco and Prezzo are located outside the United States. US
Holders of Prezzo Shares may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgment.
Forward-looking statements
This announcement contains statements which are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact may
be forward-looking statements. They are based on current
expectations and projections about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims", "projects"
or words or terms of similar substance or the negative thereof, as
well as variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
announcement. Any forward-looking statements made by Bidco or
Prezzo in this announcement are made as of the date of this
announcement based on the opinions and estimates of the Bidco
Directors or, as the context may require, the Prezzo Directors.
Each of the Bidco Group and the Prezzo Group, and each of their
respective members, directors, officers, employees, advisers and
any person acting on their behalf, expressly disclaims any
intention or obligation to update or revise any forward-looking or
other statements contained in this announcement, whether as a
result of new information, future events or otherwise, except as
required by applicable law.
Neither the Bidco Group, the Prezzo Group, nor their respective
members, directors, officers or employees, advisers or any person
acting on their behalf, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur.
No forward-looking or other statements have been reviewed by the
auditors of the Bidco Group or the Prezzo Group. All subsequent
oral or written forward-looking statements attributable to the
Bidco Group or the Prezzo Group, or any of their respective
members, directors, officers, advisers or employees or any person
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above.
No profit forecasts or estimates
Nothing in this announcement is intended or shall be deemed to
be a forecast, projection or estimate of the future financial
performance of Bidco or the Bidco Group, or Prezzo or the Prezzo
Group.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10(th) business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10(th) business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Information relating to Prezzo Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Prezzo Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Prezzo may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.12(c) of the Code.
Publication on website
This announcement and the display documents required to be
published pursuant to Rule 26.2 of the Code will be made available,
free of charge and subject to certain restrictions relating to
persons in Restricted Jurisdictions, on Prezzo's website at
www.prezzorestaurantscorporate.co.uk/. For the avoidance of doubt,
the contents of that website are not incorporated into, and do not
form part of, this announcement.
If you are in any doubt about the action you should take, you
are recommended to consult immediately your stockbroker, bank
manager, solicitor, accountant or other independent financial
adviser authorised under the Financial Services and Markets Act
2000 (as amended) if you are in the United Kingdom or, if you are
in a territory outside the United Kingdom, another appropriately
authorised independent financial adviser.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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