REG - Pires Investments Tern PLC - Publication and posting of the Scheme Document

TernAnnouncement

28/06/2022 16:15

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RNS Number : 5218Q  Pires Investments PLC  28 June 2022

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

28 June 2022

Recommended All Share Offer

for

Pires Investments plc ("Pires")

by

Tern plc ("Tern")

to be implemented by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006

Publication and posting of the Scheme Document and proposed Delisting from AIM

On 1 June 2022, it was announced that the Tern Directors and Pires Directors
had reached agreement on the terms of a recommended all-share offer by Tern
for the issued and to be issued share capital of Pires, to be effected by
means of a court-sanctioned scheme of arrangement (the "Scheme") between Pires
and Pires Shareholders under Part 26 of the Companies Act.

Publication and posting of the Scheme Document

The Tern Directors and Pires Directors are pleased to announce that the scheme
document in relation to the Scheme (the "Scheme Document"), together with the
associated Forms of Proxy, will be published and posted to Pires Shareholders
(other than to Pires Shareholders in certain Restricted Jurisdictions) today.
For information purposes only, the Scheme Document will also be sent, or made
available, to holders of Pires Warrants and persons with information rights.
The Scheme Document contains, inter alia, the full terms and conditions of the
Scheme, a letter from John May, a Non-Executive Director of Pires, an
explanatory statement pursuant to section 897 of the Companies Act 2006, an
expected timetable of principal events, notices of the Court Meeting and the
General Meeting and details of the actions to be taken by Pires Shareholders
entitled to vote at the Court Meeting and/or the General Meeting.  As
described in the Scheme Document, to become Effective, the Scheme will also
require, amongst other things, the approval of Pires Shareholders at the Court
Meeting and the passing of the Special Resolution at the General Meeting.

The Pires Directors, who have been so advised by Cairn as to the financial
terms of the Acquisition, unanimously consider the terms of the Acquisition to
be fair and reasonable. In providing its advice to the Pires Directors, Cairn
has taken into account the commercial assessments of the Pires Directors.
Cairn is providing independent financial advice to the Pires Directors for the
purposes of Rule 3 of the Code.

Notice of Shareholders Meetings

The Court Meeting and the General Meeting are scheduled to be held as virtual
meetings on 21 July 2022 with the Court Meeting scheduled to commence at
11.00 a.m. (London time) and the General Meeting scheduled to commence at
11.10 a.m. (London time) (or as soon thereafter as the Court Meeting is
concluded or adjourned). Notices of the Court Meeting and the General Meeting
are set out in Part Ten and Part Eleven of the Scheme Document respectively.

To make the Court Meeting and the General Meeting as efficient as possible,
Pires will hold the Court Meeting and the General Meeting as virtual meetings
in accordance with the powers in its Articles of Association. Pires
Shareholders will be able to participate and vote in the Meetings
electronically through a virtual meeting platform, further details of which
are set out in the Scheme Document in the section entitled "Action to be
Taken" and in paragraph 7 of Part Two (Explanatory Statement).

Subject to the requisite approval of Pires Shareholders at the Court Meeting
and the General Meeting and the sanction of the Scheme by the Court,
respectively, and the satisfaction or waiver (if capable of waiver) of the
other Conditions set out in the Scheme Document, the Scheme is expected to
become Effective on or around 29 July 2022.

Pires Shareholders are asked to complete and sign the Forms of Proxy in
accordance with the instructions printed on them and return them, either: (i)
by post; or (ii) during normal business hours only, by hand, to the Registrar,
at Computershare Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol BS99 6ZY, United Kingdom so as to be received as soon as possible and
in any event not later than the relevant times set out below:

BLUE Forms of Proxy for the Court Meeting
11.00 a.m. on 19 July 2022

YELLOW Forms of Proxy for the General Meeting          11.10 a.m. on
19 July 2022

or, if the Court Meeting or General Meeting is adjourned, the relevant Form of
Proxy should be received not later than 48 hours before the time fixed for the
adjourned Meeting.

If the BLUE Form of Proxy for the Court Meeting is not returned by the above
time, it may be sent by email to externalproxyqueries@computershare.co.uk
before the start of the Court Meeting. However, if the YELLOW Form of Proxy
for the General Meeting is not returned so as to be received by the above
time, it will be invalid.

It is important that, for the Court Meeting, 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.  Pires Shareholders are
therefore strongly urged to complete, sign and return their Forms of Proxy via
post or email, or appoint a proxy electronically through CREST as soon as
possible.

Cancellation of admission of Pires Shares to trading on AIM

If the Scheme becomes Effective in accordance with its terms, it is currently
expected that trading on AIM of Pires Shares will be suspended at 7.30 a.m.
(London time) on 29 July 2022 and subsequently cancelled from admission to
trading on AIM at 7.00 a.m. (London time) on 1 August 2022.

Expected Timetable of Principal Events

A detailed timetable of events for the Scheme is set out in the appendix to
this announcement.  These dates are indicative only and will depend, amongst
other things, on the date on which the Court sanctions the Scheme.  If the
expected dates change, the Company will give notice of the changes in an
announcement through a Regulatory Information Service.

Publication of the Scheme Document

Copies of the Scheme Document are available for inspection during normal
business hours on any business day at the offices of Pires at 9(th) Floor, 107
Cheapside, London EC2V 6DN, United Kingdom, up to and including the Effective
Date.

Words and expressions defined in the Scheme Document shall, unless the context
provides otherwise, have the same meanings in this announcement.

 

Enquiries:

 

 Pires Investments plc                                                  +44 (0) 20 3368 8961

 Nicholas Lee, Non-Executive Director

 Cairn Financial Advisers LLP                                           +44 (0) 20 7213 0880

 Financial Adviser, Rule 3 Adviser and Nominated Adviser to Pires

 James Lewis / Liam Murray / Ludovico Lazzaretti

 Peterhouse Capital Limited                                             +44 (0) 20 7469 0935

 Joint Broker to Pires

 Duncan Vasey / Lucy Williams

 Tennyson Securities                                                    +44 (0) 20 3167 7221

 Joint Broker to Pires

 Peter Krens

 Yellow Jersey PR                                                       +44 (0) 20 3004 9512

 PR advisers to Pires

 Sarah Hollins / Henry Wilkinson / Annabelle Wills

 Tern plc                                                               via IFC Advisory

 Al Sisto, Chief Executive Officer

 Sarah Payne, Chief Financial Officer

 Allenby Capital Limited                                                +44 (0) 20 3328 5656

 Financial Adviser, Nominated Adviser and Broker to Tern

 David Worlidge / Alex Brearley / Freddie Wooding (Corporate Finance)

 Matt Butlin (Sales and Corporate Broking)

 IFC Advisory                                                           +44 (0) 20 3934 6630

 PR advisers to Tern                                                    tern@investor-focus.co.uk

 Tim Metcalfe / Graham Herring / Florence Chandler

 

Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser to
Pires.

 

Reed Smith LLP is acting as legal adviser to Tern.

 

Important notices

Neither this announcement nor any of the documents referred to herein do or
are intended to 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 pursuant to the Scheme
or otherwise, in any jurisdiction in which such offer, invitation or
solicitation is unlawful, nor shall there be any sale of any securities in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction.

The release, publication or distribution of this announcement and/or any of
the documents referred to herein (in whole or in part) in, into or from
jurisdictions other than the United Kingdom may be restricted by the laws of
those jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, any such
restrictions. Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction.

Cairn, which is authorised and regulated by the FCA in the UK, is acting as
financial adviser and Rule 3 adviser exclusively for Pires and no one else in
connection with the Acquisition and the matters set out in this announcement
and will not be responsible to any person other than Pires for providing the
protections afforded to clients of Cairn, nor for providing advice in relation
to the Acquisition, the content of this announcement or any matter referred to
herein. Cairn's responsibilities as Pires' Nominated Adviser under the AIM
Rules for Companies and AIM Rules for Nominated Advisers are owed solely to
London Stock Exchange and no other person. Cairn has not authorised and is not
making any representation or warranty, express or implied, as to the contents
of this announcement.

Allenby Capital, which is authorised and regulated by the FCA in the UK, is
acting as financial adviser, nominated adviser and joint broker exclusively
for Tern and no one else in connection with the Acquisition and this
announcement and will not be responsible to anyone other than Tern for
providing the protections afforded to clients of Allenby Capital or for
providing advice in relation to the Acquisition, the content of this
announcement or any matter referred to herein. Allenby Capital's
responsibilities as Tern's Nominated Adviser under the AIM Rules for Companies
and AIM Rules for Nominated Advisers are owed solely to London Stock Exchange
and no other person. Allenby Capital has not authorised and is not making any
representation or warranty, express or implied, as to the contents of this
announcement.

Cairn and Allenby Capital urge Pires Shareholders to read the Scheme Document
carefully when it becomes available because it will contain important
information in relation to the Acquisition, the New Tern Shares and the
Enlarged Group, and to take appropriate advice. Any action in relation to the
Acquisition or related matters should be made only on the basis of the
information contained in the Scheme Document.

This announcement does not constitute a prospectus or prospectus equivalent
document.

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, 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.

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.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Offer, and other information
published by Pires and Tern contain certain forward-looking statements,
beliefs or opinions with respect to the financial condition, results of
operations and business of the Wider Pires Group and the Tern Group. These
forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts.

Forward-looking statements may often, but not always, be identified by the use
of forward-looking terms such as "may", "will", "expects", "believes",
"hopes", "anticipates", "aims", "plans", "estimates", "projects", "targets",
"intends", "forecasts", "outlook", "impact", "potential", "confidence",
"improve", "continue", "optimistic", "deliver", "comfortable", "trend",
"seeks" or variations of such words and phrases or statements that certain
actions, events or results "could", "should", "would" or "might" be taken,
occur or be achieved or the negative of such terms or other variations on such
terms or comparable terminology.

Such statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. These statements are based on
assumptions and assessments made by Pires and/or Tern, as the case may be, in
light of their experience and their perception of historical trends, current
conditions, future developments and other factors that they believe
appropriate. By their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on circumstances that
will occur in the future and the factors that could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements are unknown.

Although it is believed that the expectations reflected in such
forward-looking statements were reasonable at the time the statements were
made, no assurance is given by Pires and/or Tern that such expectations or the
assumptions and assessments underlying them will prove to have been correct
and the circumstances may change. You are, therefore, cautioned not to place
undue reliance on these forward-looking statements. Neither Pires nor Tern
assumes any obligation, and Pires and Tern disclaim any intention or
obligation, to update or correct the information contained in this
announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law or regulation.

Save as specifically stated in this announcement, any such forward-looking
statements have not been reviewed by the auditors of Pires or Tern or their
respective financial advisers. Such forward-looking statements involve known
and unknown risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. There are many factors which
could cause actual results to differ materially from those expressed or
implied in forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements is the satisfaction of any conditions to the Offer,
as well as additional factors such as changes in global, political, economic,
business, competitive, market and regulatory forces (including as a result of
governmental, business or individual responses to the COVID-19 pandemic and
any variant thereof), future exchange and interest rates, changes in tax rates
and future business combinations or dispositions. Such forward looking
statements should, therefore, be construed in the light of such factors.
Neither Pires nor Tern, nor any of their respective associates or directors,
officers or advisers, 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 Profit Forecasts or Estimates

No statement in this announcement (including any statement of estimated
synergies) is intended as a profit forecast or estimate for any period and no
statement in this announcement should be interpreted to mean that earnings or
earnings per share or dividend per share for Tern, Pires or the Enlarged
Group, as appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share or dividend per share for Tern, Pires or the Enlarged Group, as
appropriate.

Publication on websites

Pursuant to Rule 26.1 of the Code, a copy of this announcement and other
documents in connection with the Acquisition will, subject to certain
restrictions, be available for inspection on Tern's website at www.ternplc.com
and on Pires' website at www.piresinvestments.com no later than 12 noon
(London time) on the business day following this announcement. The contents of
the websites referred to in this announcement are not incorporated into, and
do not form part of, this announcement.

Rounding

Certain figures included in the Document 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.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by Pires Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Pires may be provided
to Tern during the Offer Period as requested under Section 4 of Appendix 4 of
the Code to comply with Rule 2.11(c) of the Code.

Overseas jurisdictions

The release, publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should 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
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. Neither
this announcement nor any of the documents referred to herein do or are
intended to 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 pursuant to the Scheme or
otherwise, in any jurisdiction in which such offer, invitation or solicitation
is unlawful. The Scheme Document and the accompanying Forms of Proxy have been
prepared for the purposes of complying with English law, the rules of the
London Stock Exchange, the AIM Rules 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 of England and Wales.

Unless otherwise determined by Tern 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 the 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 or into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would constitute a
violation of the laws of that jurisdiction, and persons receiving such
documents (including agents, custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send such documents in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related vote in
respect of the Acquisition.

The availability of the New Tern Shares under the Acquisition to Pires
Shareholders who are not resident in the United Kingdom or the ability of
those persons to hold such shares may be affected by the laws or regulatory
requirements of the relevant jurisdictions in which they are resident (which
may affect the ability of such Pires Shareholders to vote their Pires Shares
with respect to the Scheme and the Acquisition at the Meetings, or to execute
and deliver Forms of Proxy appointing another to vote at the Meetings on their
behalf). The New Tern Shares may not be offered, sold or delivered, directly
or indirectly in, into or from any Restricted Jurisdiction or to, or for the
account or benefit of, any Restricted Persons except pursuant to an applicable
exemption from, or in a transaction not subject to, applicable securities laws
of those jurisdictions, or otherwise permitted under applicable securities
laws of those jurisdictions.

 

APPENDIX
Expected timetable of principal events

The following dates and times associated with the Scheme are subject to change
and will depend on, inter alia, the date on which the Conditions to the Scheme
are satisfied or, if capable of waiver, waived, and the date on which the
Court sanctions the Scheme. Pires will, once known, give adequate notice of
all of these dates and times by issuing an announcement through a Regulatory
Information Service, and such announcement will be made available on Pires's
website at www.piresinvestments.com (http://www.piresinvestments.com) .
Further updates and changes to these times will be notified in the same way.

Event
Time and/or date

Latest time for lodging Forms of Proxy and registering proxy appointments
through CREST for the:

Court Meeting (BLUE Form of Proxy)
                         11.00 a.m. on 19 July 2022((1))

General Meeting (YELLOW Form of Proxy)
                 11.10 a.m. on 19 July 2022((2))

Voting Record Time for the Court Meeting and the General

Meeting
                                           close of
business on 19 July 2022((3))

Court Meeting
                                               11.00
a.m. on 21 July 2022

General
Meeting
11.10 a.m. on 21 July 2022((4))

The following dates are indicative only and are subject to change((5))

Expected date of the Tern General
Meeting
21 July 2022

Last day of dealings in, or for registration of transfers of, a date expected
to be in the third quarter of

Pires
Shares
2022, subject to regulatory clearances (and in

any event prior to the Long Stop Date)

("D")

Court Hearing to sanction the
Scheme
28 July 2022

Scheme Record Time
                                         6.00 p.m. on 28
July 2022

Expected Effective Date of the Scheme
                                                29
July 2022

Suspension of trading, and dealings, in Pires Shares
               7.30 a.m. on 29 July 2022

Cancellation of admission to trading of Pires Shares

on AIM
 
   7.00 a.m. on 1 August 2022

New Tern Shares issued to Pires Shareholders
             By 8.00 a.m. on 1 August 2022

Admission and commencement of dealings in New

Tern Shares
 
 8.00 a.m. on 1 August 2022

CREST accounts of Pires Shareholders credited
     On or after 8.00 a.m. on 1 August

with New Tern Shares
                              but no later than 14 days
after the Effective Date

Latest date for despatch of share certificates for New Tern

Shares for those Pires Shareholders who do not hold

their Pires Shares in CREST
                 Within 14 days from the Effective Date

Long Stop Date
                                    11.59 p.m. on 30
September 2022((6))

 

Notes:

(1)   It is requested that BLUE Forms of Proxy for the Court Meeting be
lodged not later than 48 hours before the time appointed for the Court Meeting
or if the Court Meeting is adjourned, the time fixed for any adjourned Court
Meeting, excluding any part of a day that is not a Business Day. BLUE Forms of
Proxy not so lodged may be emailed to externalproxyqueries@computershare.co.uk
before the start of the Court Meeting.

(2)   YELLOW Forms of Proxy for the General Meeting must be lodged not later
than 48 hours before the time appointed for the General Meeting, or if the
General Meeting is adjourned, the time fixed for any adjourned General Meeting
excluding any part of a day that is not a Business Day. YELLOW Forms of Proxy
for the General Meeting not lodged by this time will be invalid.

(3)   If either the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the
day which is two Business Days before the date of the adjourned meeting.

(4)   The General Meeting will be held as soon as the Court Meeting shall
have concluded or been adjourned.

(5)   These dates are indicative only and will depend, inter alia, on the
date upon which: (i) the Conditions are satisfied or (if capable of waiver)
waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is
delivered to the Registrar of Companies.

(6)   This is the latest date by which the Scheme may become Effective
unless Tern and Pires agree (and the Panel and, if required, the Court permit)
a later date.

All references in this appendix to times are to London time unless otherwise
stated. The dates and times given are indicative only and are based on Pires's
current expectations and may be subject to change (including as a result of
changes to the regulatory timetable). If any of the expected times and/or
dates above change, the revised times and/or dates will be notified to Pires
Shareholders by announcement through a Regulatory Information Service with
such announcement being made available on Pires's website at
www.piresinvestments.com (http://www.piresinvestments.com) and on Tern's
website at www.ternplc.com (https://www.ternplc.com/) .

 

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