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
FOR IMMEDIATE RELEASE
13 November 2019
RECOMMENDED CASH
ACQUISITION
of
CHARLES TAYLOR PLC
(“CHARLES TAYLOR”)
by
JEWEL BIDCO
LIMITED (“LMP BIDCO”)
a company formed
on behalf of funds advised by Lovell Minnick Partners LLC and its
affiliates (“Lovell Minnick”) to be effected by means of a Scheme
of Arrangement under Part 26 of the Companies Act 2006
PUBLICATION OF
SUPPLEMENTARY SCHEME DOCUMENT
On 19 September 2019, the boards
of Charles Taylor and LMP Bidco announced that they had reached
agreement on the terms of a recommended all cash acquisition of the
entire issued and to be issued share capital of Charles Taylor by
LMP Bidco (the “Acquisition”) at a price of 315 pence in cash for each Charles Taylor Share, to be implemented by way
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the “Scheme”). The scheme document in
relation to the Acquisition was posted to Charles Taylor
Shareholders on 16 October 2019 (the
“Scheme Document”).
On 8 November 2019, the boards of
Charles Taylor and LMP Bidco announced that they had agreed the
terms of a recommended all cash acquisition of the entire issued
and to be issued share capital of Charles Taylor by LMP Bidco at an
increased offer price of 345 pence in
cash for each Charles Taylor Share
(the “Increased Offer”), to be implemented by way of the
Scheme.
Charles Taylor is pleased to announce that a supplementary
scheme document (the “Supplementary Scheme Document”) in
relation to the Increased Offer, setting out, among other things, a
letter from the Chairman of Charles Taylor, an expected timetable
of principal events, details of action to be taken by Charles
Taylor Shareholders and certain additional information, has been
published today on the Charles Taylor website at
www.ctplc.com/investors/.
The Supplementary Scheme Document is being sent, or made
available, today to the Charles Taylor Shareholders and, for
information only, to persons with information rights. Charles
Taylor Shareholders may request hard copies of the Supplementary
Scheme Document by contacting Charles Taylor’s Registrars,
Computershare, of The Pavilions, Bridgwater Road, Bristol, BS13 8AE or on 0370 889 4020 (from
within the UK) or on +44 (0) 370 889 4020 (if calling from outside
the UK) stating the name and address to which the hard copy should
be sent.
Capitalised terms in this announcement (the
“Announcement”), unless otherwise defined, have the same
meanings as set out in the Scheme Document. All references to times
in this Announcement are to London
times unless otherwise stated.
Action required
As further detailed in the Scheme Document, in order to become
Effective, the Scheme must be approved by a majority in number of
those Scheme Shareholders who are present and vote (and are
entitled to vote) at the Scheme Court Meeting, either in person or
by proxy, and who represent not less than 75% in nominal value of
all Scheme Shares held by such Scheme Shareholders. Implementation
of the Scheme will also require the passing of the Special
Resolution by Scheme Shareholders at the General Meeting. The
Scheme must also be sanctioned by the Court and is subject to the
satisfaction or waiver (where applicable) of the Conditions and
further terms that are set out in the Scheme Document.
Notices of the Scheme Court Meeting and the General Meeting,
both to be held at the offices of Davis
Polk & Wardwell London LLP at 5 Aldermanbury Square,
London, EC2V 7HR on 22 November 2019, are set out in the Scheme
Document. The Scheme Court Meeting will start at 10.00 a.m. and the General Meeting at
10.15 a.m. (or, if later, as soon
thereafter as the Scheme Court Meeting has concluded or been
adjourned).
The Charles Taylor Directors, who have
been so advised by Rothschild & Co as to the financial terms of
the Increased Offer, consider the terms of the Increased Offer to
be fair and reasonable. In providing its advice to the Charles
Taylor Directors, Rothschild & Co has taken into account the
commercial assessments of the Charles Taylor Directors. Rothschild
& Co is providing independent financial advice to the Charles
Taylor Directors for the purposes of Rule 3 of the Code.
Accordingly, the Charles Taylor
Directors consider the Increased Offer to be in the best interests
of the Charles Taylor Shareholders taken as a whole and unanimously
recommend that Charles Taylor Shareholders vote to approve the
Scheme at the Scheme Court Meeting and vote in favour of the
Special Resolution to be proposed at the General Meeting as all of
the Charles Taylor Directors who hold Charles Taylor Shares have
irrevocably undertaken to do or procure to be done in respect of
their own beneficial holdings or, for certain directors, to use all
reasonable endeavours to procure to be done in respect of the
beneficial holdings of their close relatives.
It is important that, for the Scheme Court Meeting in
particular, as many votes as possible are cast so that the Court
may be satisfied that there is a fair and reasonable representation
of Scheme Shareholder opinion. Charles Taylor Shareholders are
therefore strongly urged to sign and return their Forms of Proxy,
or to appoint a proxy online or through CREST, as soon as
possible.
Charles Taylor Shareholders should carefully read the whole of
the Scheme Document and the Supplementary Scheme Document before
making a decision with respect of the Scheme.
Timetable
The Supplementary Scheme Document contains an expected timetable
of principal events relating to the Scheme, which has not changed
from that set out in the Scheme Document, and which is also set out
in the Appendix to this Announcement. Subject to the approval of
the Scheme Shareholders at the Scheme Court Meeting, Charles Taylor
Shareholders at the General Meeting and the Court, and to the
satisfaction or waiver (where applicable) of the Conditions, it is
expected that the Scheme will become Effective in early 2020.
An update on the expected timetable will be announced through a
Regulatory Information Service following receipt of relevant
regulatory conditions, with such announcement being made available
on Charles Taylor’s website at http://www.ctplc.com/investors/ and
on Lovell Minnick’s website at
www.lmpartners.com/charles-taylor-documents.
Documents available for inspection
Copies of this Announcement and the Supplementary Scheme
Document will be made available for viewing on Charles Taylor’s
website at http://www.ctplc.com/investors/ and on Lovell Minnick’s
website at www.lmpartners.com/charles-taylor-documents up until and
including the Effective Date.
A copy of the Supplementary Scheme Document will shortly be
submitted to the National Storage Mechanism and will be available
for inspection at www.morningstar.co.uk/uk/nsm.
Helpline
If you have any further questions in relation to the Scheme
Document, the Supplementary Scheme Document or the Scheme, please
call the helpline on 0370 889 4020 (from within the UK) or +44 (0)
370 889 4020 (from outside of the UK). Lines are open between 8:30 a.m. and 5:30 p.m. (London time) Monday to Friday (excluding
public holidays in England and
Wales). Calls to the helpline from
outside the UK will be charged at the applicable international
rate. Different charges may apply to calls from mobile telephones
and calls may be recorded and monitored for security and training
purposes. Please note that the helpline operators cannot provide
advice on the merits of the Scheme or the Acquisition, nor give
financial, tax, investment or legal advice.
Enquiries: |
|
|
|
Charles Taylor
plc |
+44 (0)
20 3320 8888 |
David Marock, Group
CEO |
|
Richard Yerbury, Group
Corporate Development and Operations Director |
|
|
|
Rothschild &
Co |
+44 (0)
20 7280 5000 |
(Financial adviser
to Charles Taylor) |
|
Christopher
Kaladeen |
|
Anika Sood |
|
Peter Brierley |
|
Alice Squires |
|
|
|
Lovell Minnick and
LMP Bidco |
+1 610
995 9660 |
Jason Barg |
|
Spencer Hoffman |
|
|
|
RBC Capital
Markets |
+44 (0)
20 7653 4000 |
(Financial adviser
to Lovell Minnick and LMP Bidco) |
|
Martin Frowde |
|
Philip Creed |
|
|
|
Media
Enquires: |
|
|
|
Newgate
Communications |
+44 (0)
20 3757 6880 |
(Financial PR
adviser to Charles Taylor) |
|
Elisabeth Cowell |
|
Ian Silvera |
|
|
|
Camarco |
+44 (0)
20 3757 4989 |
(Financial PR
adviser to Lovell Minnick and LMP Bidco) |
|
Hazel Stevenson |
|
Jane Glover |
|
Debevoise & Plimpton LLP is providing legal
advice to Lovell Minnick and LMP Bidco. Davis Polk & Wardwell London LLP is
providing legal advice to Charles Taylor.
Important
notices
Rothschild & Co, which is
authorised and regulated by the FCA in the United Kingdom, is acting exclusively for
Charles Taylor and for no one else in connection with the
Acquisition and will not be responsible to anyone other than
Charles Taylor for providing the protections afforded to its
clients, nor for providing advice in relation to the Acquisition or
any other matters referred to in this Announcement.
RBC Capital Markets is the trading name for RBC Europe
Limited, which is authorised by the PRA and regulated by the FCA
and the PRA and is a subsidiary of Royal Bank of Canada. RBC Capital Markets is acting
exclusively for Lovell Minnick and LMP Bidco and for no one else
in connection with the Acquisition and will not be responsible to
anyone other than Lovell Minnick and LMP Bidco for providing the
protections afforded to its clients nor for providing advice in
relation to the Acquisition or any other matters referred to in
this Announcement.
Further
information
This Announcement is for information
purposes only and is not intended to and does not constitute, or
form part of, an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, pursuant to the Acquisition or otherwise, nor shall
there be any purchase, sale, issuance or exchange of securities or
such solicitation in any jurisdiction in which such offer,
solicitation, sale, issuance or exchange would be unlawful prior to
the registration or qualification under the laws of such
jurisdiction. The Acquisition will be made solely by means of the
Scheme Document or any document by which the Acquisition is made
which contains or will contain the full terms and Conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition.
This Announcement has been prepared
for the purpose of complying with English law 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.
Charles Taylor and LMP Bidco urge
Charles Taylor Shareholders to read the Scheme Document because it
contains important information relating to the Acquisition. Any
decision to vote in respect of the resolutions to be proposed at
the Scheme Court Meeting and the General Meeting should be based on
the information contained in the Scheme Document.
Each Charles Taylor Shareholder is
advised to consult its independent professional adviser regarding
the tax consequences to it (or to its beneficial owners) of the
Acquisition.
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. Further details in relation to the
Overseas Shareholders are contained in the Scheme Document. 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 Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
The Acquisition relates to shares of a UK company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and
Wales. Neither the US proxy
solicitation rules nor the tender offer rules under the US Exchange
Act apply to the Acquisition. Accordingly, the Acquisition
is subject to the disclosure requirements, rules and practices
applicable in the United Kingdom
to schemes of arrangement, which differ from the requirements of US
proxy solicitation or tender offer rules. However, if LMP Bidco
were to elect to implement the Acquisition by means of a Takeover
Offer, such Takeover Offer would be made in compliance with all
applicable laws and regulations, including Section 14(e) of the US
Exchange Act and Regulation 14E thereunder. Such a takeover would
be made in the United States by
LMP Bidco and no one else. In addition to any such Takeover Offer,
LMP Bidco, certain affiliated companies and the nominees or brokers
(acting as agents) may make certain purchases of, or arrangements
to purchase, shares in Charles Taylor outside such Takeover Offer
during the period in which such Takeover Offer would remain open
for acceptance. If such purchases or arrangements to purchase were
to be made, they would be made outside the United States and would comply with
applicable law, including the US Exchange Act.
None of the securities referred to in
this Announcement have been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission
in the United States or any other
US regulatory authority, nor have such authorities passed upon or
determined the adequacy or accuracy of the information contained in
this Announcement. Any representation to the contrary is a criminal
offence in the United States.
Charles Taylor’s financial
statements, and all financial information that is included in this
Announcement, or that is included in the Scheme Document, have been
prepared in accordance with international financial reporting
standards, which differ in certain respects from US generally
acceptable accounting principles, and may not be comparable to
financial statements of companies in the
United States or other companies whose financial statements
are prepared in accordance with US generally accepted accounting
principles.
Unless otherwise determined by LMP
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 where to do
so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition 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 Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
observe these restrictions and must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction.
The availability of the Acquisition
to Charles Taylor 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.
The Acquisition is subject to the
applicable requirements of the Code, the Panel, the London Stock
Exchange and the FCA.
Forward looking
statements
This Announcement contains statements
about Lovell Minnick, LMP Bidco and the Charles Taylor Group that
are or may be forward looking statements. These statements are
based on the current expectations of the management of Lovell
Minnick, LMP Bidco and Charles Taylor (as the case may be) and are
naturally subject to uncertainty and changes in circumstances. All
statements, including the expected timing and scope of the
Acquisition, other than statements of historical facts included in
this Announcement, may be forward looking statements. Without
limitation, any statements preceded or followed by or that include
the words “targets”, “plans”, “believes”, “expects”, “aims”,
“intends”, “will”, “may”, “might”, “should”, “would”, “could”,
“anticipates”, “estimates”, “projects”, “strategy” or words or
terms of similar substance or the negative thereof are forward
looking statements. Forward looking statements may include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of LMP Bidco’s or the
Charles Taylor Group’s operations and potential synergies resulting
from the Acquisition; and (iii) the effects of government
regulation on LMP Bidco’s or the Charles Taylor Group’s
business.
Such forward looking statements are
not guarantees of future performance. By their nature, because they
relate to events and depend on circumstances that will occur in the
future, 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 and developments to differ materially from those
projected or implied in any forward looking statements. These
factors include, but are not limited to, the satisfaction of the
conditions to the Acquisition, as well as additional factors, such
as changes in political and economic conditions, changes in the
level of capital investment, retention of key employees, changes in
customer habits, success of business and operating initiatives and
restructuring objectives, impact of any acquisitions or similar
transactions, changes in customers’ strategies and stability,
competitive product and pricing measures, changes in the regulatory
environment, fluctuations or interest and exchange rates, the
outcome of any litigation. Other unknown or unpredictable factors
could cause actual results to differ materially from those in the
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 hereof) and
none of Lovell Minnick, LMP Bidco nor any member of the Charles
Taylor Group (nor any of their respective associates, directors,
officers, employees or advisers) provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied by the forward looking statements will actually occur.
Further, each of Lovell Minnick, LMP Bidco and each member of the
Charles Taylor Group disclaims any obligation to update publicly or
revise any forward looking or other statements contained herein,
whether as a result of new information, future events or otherwise,
except as required by applicable law.
All subsequent oral or written
forward looking statements attributable to any member of the
Charles Taylor Group or Lovell Minnick or LMP Bidco, or any of
their respective associates, directors, officers, employees or
advisers, are expressly qualified in their entirety by the
cautionary statement above.
No profit
forecasts or profit estimates
No statement in this Announcement is
intended as a profit forecast or profit estimate for any period and
no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for Charles Taylor for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for Charles
Taylor.
Dealing and
Opening Position 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
p.m. (London time) on the
10th Business Day following the commencement of the Offer Period
and, if appropriate, by no later than 3.30
p.m. (London time) on the
10th Business Day following the announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any
person who is, or becomes, interested in 1% or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person’s interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. (London time) on the Business Day following the
date of the relevant dealing.
If two or more persons act together
pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities
of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of
the Code.
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 of the Code).
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 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.
In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the US Exchange Act, RBC and its affiliates will
continue to act as exempt principal trader in Charles Taylor
securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be
made public in the United Kingdom
pursuant to the Code will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com. This information will
also be publicly disclosed in the United
States to the extent that such information is made public in
the United Kingdom.
Information
relating to Charles Taylor Shareholders
Please be aware that addresses,
electronic addresses and certain other information provided by
Charles Taylor Shareholders, persons with information rights and
other relevant persons for the receipt of communications from
Charles Taylor may be provided to LMP Bidco during the Offer Period
as required under Section 4 of Appendix 4 to the Code to comply
with Rule 2.11(c) of the Code.
Publication on
website and hard copies
This Announcement will be available free of charge, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Charles Taylor’s website at
http://www.ctplc.com/investors/ and on LMP Bidco’s
website at www.lmpartners.com/charles-taylor-documents
by no later than 12.00 p.m. on the
Business Day following this Announcement.
Neither the content of any website
referred to in this Announcement nor the content of any website
accessible from hyperlinks is incorporated into, or forms part of,
this Announcement.
Charles Taylor Shareholders may
request a hard copy of this Announcement by contacting
Computershare on +44 (0) 370 889 4020. Calls outside the
United Kingdom will be charged at
the applicable international rate. The helpline is open
between 8.30 a.m. and 5.30 p.m.,
Monday to Friday, excluding public holidays in England and Wales. Please note that Computershare cannot
provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes. Charles
Taylor Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form. If a Charles Taylor
Shareholder has received this Announcement in electronic form, hard
copies of this Announcement and any document or information
incorporated by reference into this Announcement will not be
provided unless such a request is made.
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.
Appendix
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable, which has not changed
from that set out in the Scheme Document, sets out expected dates
for the implementation of the Scheme and is subject to change. All
references in this Appendix to times are to London time unless otherwise
stated.
Event |
Time and/or
date(1) |
Publication of the Scheme
Document............................... |
16 October 2019 |
Publication of the Supplementary Scheme Document........ |
13 November 2019 |
Latest time for lodging Blue Forms
of Proxy (or appointing a proxy electronically or submitting a
proxy via CREST) for the Scheme Court
Meeting............................ |
10.00 a.m. on 20
November 2019 (2) |
Latest time for lodging White Forms
of Proxy (or appointing a proxy electronically or submitting a
proxy via CREST) for the General
Meeting..................................... |
10.15 a.m. on 20
November 2019 (3) |
Voting Record
Time........................................................ |
6.30 p.m. on 20
November 2019 (4) |
Scheme Court
Meeting.................................................. |
10.00 a.m. on 22
November 2019 |
General
Meeting........................................................... |
10.15 a.m. on 22
November 2019 (5) |
The following dates and times associated with the Scheme are
indicative only and are subject to change:
Scheme Court Hearing to sanction the
Scheme........................... |
A date expected to be
no later than 10 Business Days after the satisfaction or, where
applicable, waiver of Conditions 5 to 9, relating to regulatory
approvals (“D”)(6) |
Last day of dealings in, and for
registration of transfers of, and disablement in CREST of, Charles
Taylor Shares........................ |
D+1 |
Suspension of listing of, and
dealings in, Charles Taylor Shares... |
6.00 p.m. on D+1 |
Scheme Record
Time................................................................ |
6.00 p.m. on D+1 |
Effective Date of the
Scheme................................................... |
D+2(7) |
Delisting of Charles Taylor
Shares............................................. |
By 8.00 a.m. on
D+3 |
Latest date for despatch of cheques
and crediting of CREST accounts for the cash consideration due
under the Scheme.............................. |
14 days after the Effective Date |
Long Stop
Date....................................................................... |
19 March
2020(8) |
Notes:
(1) The dates and times given are indicative only
and are based on Charles Taylor’s current expectations and may be
subject to change (including as a result of changes to the
timetable related to the satisfaction (or, where applicable,
waiver) of the Conditions). If any of the times and/or dates
above change, the revised times and/or dates will be notified to
Charles Taylor Shareholders by announcement through a Regulatory
Information Service and on its website
(http://www.ctplc.com/investors/).
(2) The Blue Form of Proxy for the Scheme Court
Meeting may, alternatively, be handed to Charles Taylor’s
Registrars, Computershare, or the Chair of the Scheme Court
Meeting, at the start of the Scheme Court Meeting (or any
adjournment thereof). However, if possible, Charles Taylor
Shareholders are in the first instance requested to lodge the Blue
Forms of Proxy at least 48 hours before the time appointed for the
Scheme Court Meeting (or, if the Scheme Court Meeting is adjourned,
no later than 48 hours (excluding any part of such 48 hour period
falling on a non-working day) before the time fixed for the holding
of the adjourned meeting).
(3) The White Form of Proxy for the General Meeting
must be lodged with Charles Taylor’s Registrars, Computershare, by
no later than 10.00 a.m. on
20 November 2019 in order for it to
be valid, or, if the General Meeting is adjourned, no later than 48
hours (excluding any part of such 48 hour period falling on a
non-working day) before the time fixed for the holding of the
adjourned meeting. If the White Form of Proxy is not returned by
such time, it will be invalid.
(4) If either Charles Taylor Meeting is adjourned,
the Voting Record Time for the adjourned Charles Taylor Meeting
will be 6.30 p.m. on the date which
is two days before the date set for the adjourned Charles Taylor
Meeting.
(5) To commence at the time fixed or, if later,
immediately after the conclusion or adjournment of the Scheme Court
Meeting.
(6) The Scheme Court Hearing to sanction the Scheme
is expected to be held no later than 10 Business Days after the
satisfaction or waiver (where applicable) of Conditions 5 to 9, as
set out in Part IV (Conditions and Certain Further Terms of the
Scheme and the Acquisition) of the Scheme Document. Any
references to “D” or to a day after “D” are references to a
Business Day.
(7) This date will be the date on which the Scheme
Court Order is delivered to the Registrar of Companies. Subject to
the satisfaction or waiver of the Conditions, it is expected that
the Effective Date will occur in early 2020.
(8) This is the latest date by which the Acquisition
may become Effective unless Charles Taylor and LMP Bidco agree in
writing, and (if required) the Court and the Panel allow, a later
date.