TIDMCLSN
RNS Number : 9984R
Calisen plc
12 March 2021
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 THAT JURISDICTION
12 March 2021
Recommended Cash Acquisition
of
Calisen plc ("Calisen")
by
Coyote Bidco Limited ("Bidco")
(a newly formed company indirectly owned by a consortium
consisting of (i) GEPIF, together with its co-investor Ninteenth;
and (ii) WSIP)
Suspension of trading
On 11 December 2020, Bidco and Calisen announced Bidco's
recommended cash offer for Calisen under Rule 2.7 of the Code (the
"Acquisition"), to be implemented by way of a scheme of arrangement
(the "Scheme"), subject to the terms and conditions set out in the
circular relating to the Scheme dated 18 January 2021 (the "Scheme
Document").
On 11 March 2021, Calisen and Bidco announced that the High
Court of Justice in England and Wales had, on that date, made an
order sanctioning the Scheme under section 899 of the Companies
Act. Calisen and Bidco also announced on 11 March 2021, that, as
expected, the last day for dealings in, and for registration of
transfers of, and disablement of CREST for, Calisen Shares was 11
March 2021.
Further to that announcement, Calisen today announces that the
listing of Calisen Shares on the premium listing segment of the
Official List and dealings in Calisen Shares on the London Stock
Exchange's market for listed securities were suspended with effect
from 7.30 a.m. today, 12 March 2021.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document. References to time in this
announcement are to London time.
Next steps
The Scheme remains conditional on, and will become Effective
upon, the delivery of a copy of the Court Order to the Registrar of
Companies which is expected to occur later today. Scheme
Shareholders on Calisen's register of members at the Scheme Record
Time, being 6.00 p.m. on 11 March 2021 will, upon the Scheme
becoming Effective, be entitled to receive 261 pence in cash for
each Scheme Share held.
It is expected that, subject to the Scheme becoming Effective
later today, the listing of Calisen Shares on the premium listing
segment of the Official List and the admission to trading of
Calisen Shares on the London Stock Exchange's Main Market for
listed securities will each be cancelled with effect from 8.00 a.m.
on 15 March 2021.
A further announcement will be made when the Scheme has become
Effective and when the admission to listing and admission to
trading of Calisen Shares have been cancelled.
If any of the expected times and/or dates above change, the
revised times and/or dates will be notified to Calisen Shareholders
by announcement through a Regulatory Information Service. Such
announcement will, subject to certain restrictions relating to
persons in Restricted Jurisdictions, also be available on Calisen's
website at www.calisen.com/investors/recommendedcashacquisition and
Bidco's website at
http://blackrock.com/uk/individual/december-2020-announcement .
Enquiries
GEPIF and Mubadala
Ryan O'Keeffe (GEPIF) Tel: +44 (0) 7818
Timi Oni (GEPIF) 522 211
Geeta Kana (GEPIF) Tel: +44 (0) 7468
Andrew Martin Mitchell (Mubadala) 701 178
Fadi Aziz Fahem (Mubadala) Tel: +44 (0) 20 7743
4361
Tel: +971 55 700 7161
Tel: +971 2 413 3211
WSIP
Joseph Stein Tel: +44 (0) 20 7774
1000
Goldman Sachs International (financial Tel: +44 (0) 20 7774
adviser to Bidco) 1000
Chris Emmerson
Luisa Leyenaar
Olaf Nordmeyer
Rachana Harrington
Calisen
Adam Key, Investor Relations Director Tel: +44 (0) 7572
231 453
Finsbury (public relations adviser to Calisen)
Dorothy Burwell Tel: +44 (0) 7733
Harry Worthington 294 930
Tel: +44 (0) 7818 526
556
Citi (financial adviser and corporate Tel: +44 (0) 20 7986
broker to Calisen) 4000
Sian Evans
Peter Brown
Martin Weltman
Thomas Bective
HSBC (financial adviser and corporate Tel: +44 (0) 20 7991
broker to Calisen) 8888
Anthony Parsons
Mark Dickenson
Adam Miller
Alex Thomas
Nagib Ahmad
Clifford Chance LLP is acting as legal adviser to Bidco.
Sullivan & Cromwell LLP is acting as legal adviser to WSIP.
Freshfields Bruckhaus Deringer LLP is acting as legal adviser to
Mubadala. Allen & Overy LLP is acting as legal adviser to
Calisen.
Important notices
Citigroup Global Markets Limited ("Citi"), which is authorised
by the PRA and regulated in the United Kingdom by the FCA and the
PRA, is acting exclusively for Calisen and for no one else in
connection with the Acquisition and other matters described in this
announcement, and will not be responsible to anyone other than
Calisen for providing the protections afforded to clients of Citi
nor for providing advice in connection with the Acquisition or any
other matters referred to in this announcement. Neither Citi nor
any of its affiliates, directors or employees owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Citi in connection with this
announcement, any statement contained herein, the Acquisition or
otherwise.
HSBC Bank plc ("HSBC"), which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Calisen and no one else in connection with the
Acquisition and will not be responsible to anyone other than
Calisen for providing the protections afforded to clients of HSBC
nor for giving advice in relation to the Acquisition or any matter
or arrangement referred to in this announcement. Neither HSBC, nor
any of its affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of HSBC in connection with this announcement, any
statement contained herein or otherwise. HSBC has given, and not
withdrawn, its consent to the inclusion in this announcement of the
references to its name in the form and context in which they
appear.
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Bidco and the consortium and for no one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than Bidco and the
consortium for providing the protections afforded to clients of
Goldman Sachs International, or for providing advice in relation to
the matters referred to in this announcement. Neither Goldman Sachs
International nor any of its subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Goldman
Sachs International in connection with the matters 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 or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Calisen in any jurisdiction in contravention of
applicable law. The Acquisition is made solely through the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document), which together with the
associated forms of proxy (or, if the Acquisition is implemented by
way of a Takeover Offer, the form of acceptance) contains the full
terms and conditions of the Acquisition. Any acceptance or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document).
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This announcement has been prepared in accordance with English
law, the Code, the Market Abuse Regulation and the Disclosure
Guidance and Transparency Rules and information disclosed may not
be the same as that which would have been prepared in accordance
with the laws of jurisdictions outside England. The release,
publication or distribution of this announcement in or into
jurisdictions other than the UK or the United States may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than the UK or the United States
should inform themselves about, and observe, any applicable legal
or regulatory requirements.
The Acquisition is subject to the applicable rules and
regulations of the FCA, the London Stock Exchange and the Code.
Each Calisen Shareholder is advised to consult its independent
professional adviser regarding the tax consequences to it (or to
its beneficial owners) of the Acquisition.
The availability of the Acquisition to Calisen Shareholders who
are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. 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 legal, regulatory or other requirements of their
jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom or who are subject to the laws of
another jurisdiction to participate in the Acquisition may be
affected by the laws of the relevant jurisdictions in which they
are located or to which they are subject. 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. Further details in
relation to Overseas Shareholders is contained in paragraph 15 of
Part Two of the Scheme Document.
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 in favour of the
Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made directly or indirectly, in or into, or by the
use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or
facilities.
Notice to US investors
The Acquisition relates to the shares of an English company and
is being effected by means of a scheme of arrangement under the
laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the US Securities Exchange Act of 1934, as
amended (the "US Exchange Act"). Accordingly, the Acquisition is
subject to the disclosure requirements, rules and practices
applicable in the UK to schemes of arrangement, which differ from
the disclosure requirements, style and format of US proxy
solicitation or tender offer rules. However, Bidco reserves the
right, subject to the prior consent of the Panel and in accordance
with the Co-operation Agreement, to elect to implement the
Acquisition by means of a Takeover Offer for the entire issued and
to be issued share capital of Calisen, as an alternative to the
Scheme.
If, in the future, Bidco were to elect to implement the
Acquisition by means of a Takeover Offer, which is to be made into
the US, such Takeover Offer shall be made in compliance with all
applicable US laws and regulations, including Section 14(e) of the
US Exchange Act and Regulation 14E thereunder. Such a 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, its affiliates and their
nominees or brokers (acting as agents), may make certain purchases
of, or arrangements to purchase, Calisen Shares outside such a
Takeover Offer so long as the Takeover Offer remains open for
acceptance and/or until the date on which the Scheme becomes
effective, lapses or is withdrawn. If such purchases or
arrangements to purchase were to be made, they would be made
outside the US and would comply with applicable UK law, including
the Code. Such purchases or arrangements to purchase may occur
either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases will be disclosed as required in the UK and will be
available to all investors (including US investors) via the
Regulatory News Service of the London Stock Exchange at
https://www.londonstockexchange.com/news .
Neither the Acquisition, nor this announcement, nor the
information contained in this announcement has been approved or
disapproved by the Securities and Exchange Commission (the "SEC"),
any US state securities commission or any other US regulatory
authority. Neither the SEC, nor any state securities commission,
nor any other US regulatory authority has passed upon or determined
the fairness or merits of the proposal described in, nor upon or
determined the accuracy or adequacy of the information contained
in, this announcement. Any representation to the contrary is a
criminal offence in the US.
The financial information relating to Calisen included in, or
incorporated by reference into, this announcement has been prepared
in accordance with accounting standards applicable in the UK that
may not be comparable to the financial statements or information of
US companies or companies where financial statements are prepared
in accordance with generally accepted accounting principles in the
US ("US GAAP"). US GAAP differ in certain significant respects from
accounting standards used in the UK. None of the financial
information in this announcement has been audited in accordance
with auditing standards generally accepted in the US or the
auditing standards of the Public Company Accounting Oversight Board
(United States).
The receipt of cash pursuant to the Acquisition by a US Calisen
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 Calisen Shareholder is urged to
consult his or her independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable to him
or her.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws since Bidco
and Calisen 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 holders 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.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set out in this announcement since such date.
Notice to shareholders in Switzerland
This announcement is not intended to constitute an offer or a
solicitation to purchase or invest in Calisen Shares. Calisen
Shares may not be publicly offered, sold or advertised, directly or
indirectly, in, into or from Switzerland and will not be listed on
the SIX Swiss Exchange ("SIX") or on any other stock exchange,
multilateral or organised trading facility in Switzerland. This
announcement has been prepared without regard to the disclosure
standards for issuance prospectuses under art. 652a or art. 1156 of
the Swiss Code of Obligations or the disclosure standards for
listing prospectuses under art. 27 ff. of the listing rules of SIX
or the listing rules of any other stock exchange, multilateral or
organised trading facility in Switzerland. Neither this
announcement nor any other offering or marketing material relating
to Calisen Shares may be publicly distributed or otherwise made
publicly available in Switzerland.
Neither this announcement nor any other offering or marketing
material relating to the offering, Calisen or Calisen Shares have
been or will be filed with or approved by any Swiss regulatory
authority. In particular, this announcement will not be filed with,
and the Calisen Shares will not be supervised by, the Swiss
Financial Market Supervisory Authority, FINMA, and neither the
issuer nor the Calisen Shares have been or will be authorised under
the Swiss Federal Act on Collective Investment Schemes ("CISA").
The investor protection afforded to acquirers of interests in
collective investment schemes under the CISA does not extend to
holders of the Calisen Shares.
This announcement does not constitute investment advice. It may
only be used by those persons to whom it has been handed out in
connection with the securities and may neither be copied nor
directly or indirectly distributed or made available to other
persons.
Publication on a website
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions on Bidco's website at
http://blackrock.com/uk/individual/december-2020-announcement and
on Calisen's website at
www.calisen.com/investors/recommendedcashacquisition by no later
than 12.00 noon on the business day following the date of this
announcement. For the avoidance of doubt, the contents of these
websites are not incorporated into and do not form part of this
announcement.
This information is provided by RNS, the news service of the
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END
SOADKDBNQBKDOND
(END) Dow Jones Newswires
March 12, 2021 02:00 ET (07:00 GMT)
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