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
22 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
RESULTS OF SCHEME
COURT MEETING AND GENERAL MEETING
The Board of Charles Taylor is
pleased to announce that, at the Scheme Court Meeting and General
Meeting held earlier today in connection with the recommended all
cash acquisition by LMP Bidco of the entire issued and to be issued
ordinary share capital of Charles
Taylor, to be effected by way of a scheme of arrangement of
Charles Taylor under Part 26 of the
Companies Act 2006 (the “Scheme”):
- the requisite majority of Scheme Shareholders voted to approve
the Scheme at the Scheme Court Meeting; and
- the requisite majority of Charles Taylor Shareholders voted to
pass the Special Resolution to implement the Scheme, including the
amendment of Charles Taylor’s articles of association, at the
General Meeting.
Details of the resolutions passed are set out in the notices of
the Scheme Court Meeting and General Meeting contained in the
scheme document published on 16 October
2019 in relation to the Acquisition (the “Scheme
Document”). The Scheme Document should be read in conjunction
with the supplementary scheme document published on 13 November 2019 (the “Supplementary Scheme
Document”)
The total number of Charles Taylor Shares in issue at the Voting
Record Time was 77,917,820 carrying one vote each. Accordingly, the
total voting rights in Charles
Taylor as at the Voting Record Time were 77,917,820 Charles
Taylor Shares. The detailed voting results in relation to the
Scheme Court Meeting and the General Meeting are summarised
below.
Capitalised terms in this announcement (the
“Announcement”), unless otherwise defined, have the same
meanings as set out in the Scheme Document.
Scheme Court Meeting
The table below sets out the results of the poll at the Scheme
Court Meeting. Each Scheme Shareholder, present in person or by
proxy, was entitled to one vote per Scheme Share held at the Voting
Record Time.
Results of Scheme Court
Meeting |
No. of Scheme Shares
voted |
% of Scheme Shares voted* |
No. of Scheme Shareholders who
voted |
% of Scheme Shareholders who
voted* |
No. of Scheme Shares voted as a %
of issued ordinary share capital* |
FOR |
50,052,327 |
94.72 |
297 |
92.24 |
64.24 |
AGAINST |
2,791,625 |
5.28 |
25 |
7.76 |
3.58 |
TOTAL |
52,843,952 |
100 |
322 |
100 |
67.82 |
* Rounded to two decimal places
General Meeting
The table below sets out the results of the poll at the General
Meeting. Each Charles Taylor Shareholder, present in person or by
proxy, was entitled to one vote per Charles
Taylor Share held at the Voting Record Time.
|
FOR** |
AGAINST |
TOTAL |
WITHHELD*** |
Special Resolution |
No. of votes |
% of votes* |
No. of votes |
% of votes* |
No. of votes |
No. of votes |
Approval of the implementation of
the Scheme, including amendments to the Articles |
50,541,273 |
94.76 |
2,795,657 |
5.24 |
53,336,930 |
6,475,000 |
* Rounded to two decimal places.
** Includes discretionary votes.
*** A vote withheld is not a vote in
law and is not counted in the calculation of the proportion of
votes ‘For’ or ‘Against’ the Special Resolution.
Next Steps and timetable
The outcome of today’s meetings means that Conditions 2(a) and
2(b) as set out in Part IV (Conditions and certain further terms
of the Scheme and Acquisition) of the Scheme Document have been
satisfied.
Completion of the Acquisition remains subject to the
satisfaction or, if capable of waiver, waiver of the other
outstanding Conditions of the Scheme and the Acquisition set out in
the Scheme Document, including sanction of the Scheme by the Court
at the Scheme Court Hearing and the delivery of a copy of the
Scheme Court Order to the Registrar of Companies. Subject to
sanction of the Scheme by the Court and the satisfaction or waiver
(where applicable) of the other Conditions, it is expected that the
Scheme will become Effective in early 2020.
The expected timetable of principal events for the
implementation of the Acquisition remains as set out on pages 11
and 12 of the Scheme Document and pages 12 and 13 of the
Supplementary Scheme Document. If any of the times and/or dates in
the expected timetable 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/).
An update on the expected timetable will be announced through a
Regulatory Information Service following receipt of all 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
A copy of the Special Resolution passed at the General Meeting
will shortly be submitted to the National Storage Mechanism and
will be available for inspection at
www.morningstar.co.uk/uk/nsm.
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 |
|
|
|
Liberum |
+44 (0)
20 3100 2222 |
(Corporate broker
to Charles Taylor) |
|
Richard Crawley |
|
|
|
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.
Liberum, 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 and the Supplementary Scheme Document or any
document by which the Acquisition is made which contains or will
contain the full terms and Conditions 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 and the Supplementary Scheme Document
because they contain important information relating to the
Acquisition.
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 and the
Supplementary 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 or the
Supplementary 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 Investor Services PLC (“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.