TIDMEDP TIDMTTM
RNS Number : 6142X
Electronic Data Processing PLC
13 August 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
13 August 2018
RECOMMED CASH OFFER
for
ELECTRONIC DATA PROCESSING PUBLIC LIMITED COMPANY
by
EAGLE BIDCO 2018 LIMITED
a newly incorporated company, ultimately owned and controlled
by
Kerridge Commercial Systems Group Limited
to be effected by means of a
Scheme of Arrangement
under Part 26 of the Companies Act 2006
Scheme of Arrangement becomes Effective
The boards of directors of Electronic Data Processing Public
Limited Company ("EDP") and Eagle Bidco 2018 Limited ("Bidco") are
pleased to announce that the scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme") in connection with the
recommended cash offer by Bidco for the entire issued and to be
issued share capital of EDP, other than the Excluded Shares, (the
"Acquisition") has now become Effective in accordance with its
terms as set out in the scheme document sent to EDP Shareholders on
13 July 2018 ("Scheme Document"). This follows the Court's sanction
of the Scheme at the Scheme Court Hearing held on 9 August 2018, as
announced by EDP and Bidco on the same day.
Scheme Shareholders on EDP's register of members at the Scheme
Record Time, being 6.30 p.m. (London time) on 10 August 2018, will
receive the Offer Price of 91 pence in cash for each Scheme Share
held. The despatch of cheques and the crediting of CREST accounts
with cash consideration will occur within fourteen days of today,
the Effective Date.
Cancellation of listing
It is expected that the cancellation of the admission to trading
of EDP Shares to the premium segment of the London Stock Exchange's
main market for listed securities and cancellation of the admission
of the EDP Shares to the Official List in each case will take
effect no later than 8.00 a.m. (London time) on 14 August 2018.
Other
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document.
Enquiries:
+44 (0) 114 262
EDP 2010
Sir Michael Heller, Chairman
Julian Wassell, Chief Executive
BDO LLP (Rule 3 financial adviser to EDP) +44 (0) 20 7486
John Stephan / Simon Ling / Susan Jarram 5888
+44 (0) 1488
Bidco / KCSG 662 000
Nigel Bedford, CFO
Raymond James Financial International Limited +44 (0) 20 3798
(financial adviser to Bidco, KCSG and Accel-KKR) 5700
Dominic Emery / Joel Greenwood
Kathryn Cesari / August Oberbeck
Important notices
BDO LLP, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively as
financial adviser to EDP and no one else in connection with the
matters referred to in this announcement and will not be
responsible to anyone other than EDP for providing the protections
afforded to clients of BDO LLP nor for providing advice in relation
to the matters referred to in this announcement.
Raymond James Financial International Limited is authorised and
regulated by the Financial Conduct Authority in the UK. Raymond
James Financial International Limited is acting exclusively as
financial adviser to Bidco, KCSG and Accel-KKR and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Bidco, KCSG and Accel-KKR for providing the
protections afforded to clients of Raymond James Financial
International Limited nor for providing advice in connection with
the Acquisition or any matter referred to in this announcement.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by laws and/or regulations
in those jurisdictions. 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.
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 where to do so would violate the
laws in that jurisdiction and no person may vote their Scheme
Shares at the Court Meeting or in respect of the General Meeting
Resolution by any means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws and/or regulations 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 of that jurisdiction, and
persons receiving this announcement and all documents relating to
the Acquisition (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 and/or
regulations of such jurisdictions.
The availability of the Acquisition to EDP Shareholders who are
not resident in the United Kingdom may be affected by the laws
and/or regulations of the relevant jurisdiction in which they are
resident. Persons who are not resident in the United Kingdom 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, EDP and Bidco and their
directors, employees, officers and advisers disclaim any
responsibility or liability for the violation of such restrictions
by any person.
The Acquisition will be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange, the Financial
Conduct Authority and the UKLA.
Notice to US Shareholders
The Acquisition relates to shares of an English incorporated and
registered company and is proposed to be effected by means of a
scheme of arrangement under English law. A transaction effected by
means of a scheme of arrangement is not subject to proxy
solicitation or tender offer rules under the US Securities Exchange
Act of 1934 (the "US Exchange Act"). 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 Bidco were to elect to implement the
Acquisition by means of a Takeover Offer, such Takeover Offer will
be made in compliance with all applicable US laws and regulations.
Such Takeover Offer would be made in the United States by Bidco and
no one else.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Bidco, certain affiliated
companies and their respective nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase,
EDP Shares, other than pursuant to the Acquisition, until the date
on which the Acquisition becomes Effective, lapses or is otherwise
withdrawn. 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.
The information contained in this announcement has neither been
approved nor disapproved by the US Securities and Exchange
Commission (the "SEC") or any US state securities commission.
Neither the SEC, nor any state securities commission, has passed
upon or determined the fairness or merits of the proposal described
in, nor upon the accuracy or adequacy of the information contained
in, this announcement.
The receipt of cash pursuant to the Acquisition by a US
Shareholder as consideration pursuant to the terms of the
Acquisition 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 US Shareholder is urged to
consult his independent professional adviser immediately regarding
the tax consequences of the Acquisition applicable to him or
her.
It may be difficult for US Shareholders to enforce their rights
and claims arising out of the US federal securities laws, since
Bidco and EDP are located in countries other than the US and some
or all of their officers and directors may be residents of
countries other than the US. US Shareholders 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 judgement.
Further details in relation to EDP Shareholders in overseas
jurisdictions are contained in the Scheme Document.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by EDP Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from EDP may be provided to Bidco during the offer period if
requested under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c) of the Code.
Publication on website and availability of hard copies
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions on EDP's website at www.edp.co.uk and KCSG's website
(on behalf of Bidco) at www.kerridgecs.com by no later than 12 noon
(London time) on 16 July 2018. For the avoidance of doubt, the
contents of those websites are not incorporated into and do not
form part of this announcement.
EDP Shareholders may request a hard copy of this announcement by
contacting Link Asset Services, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU, or by telephone on 0371
664 0321 or if calling from outside the UK on +44 (0) 371 664 0321.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. to 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales. EDP 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.
Save as otherwise referred to above, a hard copy of this
announcement will not be sent unless requested.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOAEANPDFSFPEEF
(END) Dow Jones Newswires
August 13, 2018 05:56 ET (09:56 GMT)
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