REG - Chesnara PLC - Proposed Acquisition and Placing <Origin Href="QuoteRef">CSN.L</Origin> - Part 3
24/11/2016 07:10
- Part 3: For the preceding part double click ID:nRSX0316Qb
"Banks" Shore Capital and Panmure Gordon;
"Basic Open Offer Entitlement" an entitlement of a Qualifying Shareholder to apply for 3.69 Open Offer Shares for every 100 Existing Ordinary Shares held by him or her on the Record Date pursuant to the Open Offer;
"Board" or "Chesnara Board" the board of Directors of the Company;
"Business Day" a day (excluding Saturdays, Sundays and public holidays in England and Wales) on which banks are generally open for business in London;
"Buyer" Chesnara Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands, having its seat (statutaire zetel) in Amsterdam and its registered office at Geert
Scholtenslaan 11, third floor, 1687 CL Wognum, the Netherlands;
"Capita Asset Services" a trading name of Capita Registrars Limited;
"certificated" in relation to a share or other security, a share or other security, title to which is recorded in the relevant register of the share or other security concerned as being held in certificated form (that is, not in CREST);
"Chesnara" or "Company" Chesnara plc a company incorporated in England and Wales with registered number 4947166 and having its registered office at 2nd floor, Building 4, West Strand Business Park, Preston PR1 8UY;
"Chesnara Group" or "Group" Chesnara and its subsidiary undertakings from time to time;
"Closing Price" the closing middle market price of a relevant share as published by the London Stock Exchange;
"Conditional Placees" those who will take up Placed Shares under the Placing;
"Conditions" all conditions included in the Sponsor and Placing Agreement;
"Countrywide Assured" the Chesnara Group's life assurance subsidiary in the UK;
"CREST" or "CREST system" the paperless settlement procedure operated by Euroclear enabling system securities to be evidenced otherwise than by certificates and transferred otherwise than by written instrument;
"CREST member" a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations);
"Directors" or "Chesnara Directors" the directors of the Company, whose names appear in paragraph 1 of Part XIII (Directors, Senior Managers and Corporate Governance) of the Prospectus, or, as the context requires, the directors from time to time of the Company, and Director shall be
construed accordingly;
"DNB" De Nederlandsche Bank, the Dutch Central Bank;
"document" this combined prospectus and circular;
"EEA" the European Economic Area;
"EEA States" the member states of the EEA;
"Enlarged Group" the Chesnara Group as enlarged by the Acquisition and the Placing and Open Offer proceeds (following completion of the Firm Placing, Placing and Open Offer and completion of the Acquisition, respectively);
"Enlarged Issued Share Capital" the Existing Issued Share Capital together with the New Ordinary Shares;
"EU" the European Union;
"Euroclear" Euroclear UK and Ireland Limited;
"Excess Application Facility" a facility of Excess Shares available under the Excess Basic Open Offer Entitlements;
"Excess Basic Open Offer Entitlements" Shareholders' entitlements to Ordinary Shares available under the Excess Application Facility;
"Excess Shares" Ordinary Shares which are not subscribed for by Qualifying Shareholders in connection with their Basic Open Offer Entitlements;
"Excluded Territories" Australia, Canada, Japan, New Zealand and any other jurisdictions where the extension and availability of the Firm Placing and Placing and Open Offer would breach any applicable law;
"Existing Debt Facilities" existing loan facilities originally in a maximum amount of £73.8 million provided by The Royal Bank of Scotland plc;
"Existing Debt Facilities Agreement" the facilities agreement between, inter alia, the Company as borrower and The Royal Bank of Scotland plc as mandated lead arranger, original lender and facility agent dated 7 October 2013 relating to the Existing Debt Facilities;
"Existing Issued Share Capital" Ordinary Shares in issue as at the Latest Practicable Date;
"Existing Ordinary Shares" the Ordinary Shares in issue immediately prior to the Firm Placing and Placing and Open Offer;
"FCA" the Financial Conduct Authority of the UK;
"Firm Placing" the placing of the Firm Placed Shares with Firm Placees;
"Firm Placees" those who will take up Firm Placed Shares under the Firm Placing;
"Firm Placed Shares" the 18,668,994 New Ordinary Shares which are the subject of the Firm Placing;
"Form of Proxy" the form of proxy to be used in connection with the General Meeting;
"FSMA" the Financial Services and Markets Act 2000, as amended;
"General Meeting" the general meeting of the Company proposed to be held at the offices of Panmure Gordon, at 11 a.m. on 13 December 2016 to approve the Resolutions, the notice which is contained in this announcement and the Prospectus;
"IFAs" Independent Financial Advisers;
"IFRS" International Financial Reporting Standards as adopted by the European Union;
"ISIN" international securities identification number;
"Issue" the issue of New Ordinary Shares pursuant to the Firm Placing and Placing and Open Offer, as further described in this announcement and the Prospectus;
"Issue Documents" this announcement, the Prospectus (including any pathfinder version or placing proof thereof), the Application Form and any other document issued by or on behalf of the Company in connection with the Firm Placing and Placing and Open Offer with the
authority of the Company, including, without limitation, any supplementary prospectus;
"Issue Price" 300 pence per New Ordinary Share;
"Joint Bookrunners" Shore Capital Stockbrokers Limited and Panmure Gordon;
"Keefe, Bruyette & Woods" Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods);
"Latest Practicable Date" 23 November 2016 (being the latest practicable date prior to publication of this announcement);
"Legal & General Group" Legal & General Group plc and its subsidiary undertakings from time to time;
"Legal & General Nederland" Legal & General Nederland Levensverzekering Maatschappij N.V., a company incorporated under the laws of the Netherlands, having its seat (statutaire zetel) at Hilversum, the Netherlands and its registered office at Laapersveld 68, 1213 VB Hilversum,
the Netherlands;
"Legal & General Nederland Shares" the share capital of Legal & General Nederland;
"LGIM" Legal & General Investment Management Limited;
"Listing Rules" the listing rules made by the FCA under section AJA of FSMA;
"London Stock Exchange" or "LSE" London Stock Exchange plc;
"MAR" or "Market Abuse Regulation" Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014;
"Member State" a member state of the EEA;
"Money Laundering Regulations" the Money Laundering Regulations (SI 2007 No. 2157), as amended;
"Movestic" Movestic Livförsäkring AB;
"New Debt Facilities" new loan facilities in a maximum amount of £40 million and E71 million provided by The Royal Bank of Scotland plc and arranged for the purposes of, inter alia, the Acquisition;
"New Debt Facilities Agreement" the facilities agreement between, inter alia, the Company as borrower and The Royal Bank of Scotland plc as mandated lead arranger, original lender and facility agent dated 24 November 2016 relating to the New Debt Facilities;
"New Ordinary Shares" the Ordinary Shares proposed to be issued by Chesnara pursuant to the Firm Placing and the Placing and Open Offer;
"Notice of General Meeting" the notice of General Meeting to be contained in the Prospectus;
"Official List" the official list of the FCA;
"Open Offer" the offer to Qualifying Shareholders to subscribe for Open Offer Shares;
"Open Offer Shares" the 4,664,340 New Ordinary Shares to be offered to Qualifying Shareholders pursuant to the Open Offer;
"Ordinary Shares" the ordinary shares of 5 pence each in the capital of Chesnara;
"Overseas Shareholders" Qualifying Shareholders who are resident in, or citizens of, countries other than the United Kingdom;
"Panmure Gordon" Panmure Gordon (UK) Limited
"Placed Shares" "Placing" the Firm Placed Shares and the Open Offer Shares which are the subject of the Placingthe conditional placing by the Joint Bookrunners of the Placing Shares, subject to clawback pursuant to the Open Offer;
"Placing Agent" Keefe, Bruyette & Woods;
"Placing and Open Offer" the Placing and Open Offer;
"Placing Shares" the 4,664,340 New Ordinary Shares which the Joint Bookrunners will conditionally place pursuant to the Placing;
"PRA" Prudential Regulation Authority;
"Prospectus" "Prospectus Directive" the combined circular and prospectus expected to be published by the Company today in relation to the Acquisition, the Firm Placing and Open Offer and Admission;Directive 2003/71/EC (as amended from time to time, including by Directive 2010/73/EC (the "PAD
Amending Directive") to the extent implemented in the relevant EEA State) and includes any relevant implementing measures in each EEA State that has implemented Directive 2003/71/EC;
"Prospectus Rules" the prospectus rules of the FCA made pursuant to section 73A of FSMA;
"Qualifying CREST Shareholders" Qualifying Shareholders holding Ordinary Shares in uncertificated form;
"Qualifying non-CREST Shareholder" Qualifying Shareholders holding Ordinary Shares in certificated form;
"Qualifying Shareholder(s)" Shareholder(s) on the register of members of the Company at the Record Date (excluding the Company in respect of any shares held in treasury);
"Record Date" 5.00 p.m. on 22 November 2016;
"Regulation S" Regulation S under the Securities Act;
"regulatory authority" any central bank, ministry, governmental, quasi-governmental (including the European Union), supranational, statutory, regulatory or investigative body or authority (including any national or supranational anti-trust or merger control authority), national,
state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof), private body exercising any regulatory, taxing, importing or other authority, trade agency, association, institution or
professional or environmental body or any other person or body whatsoever in any relevant jurisdiction, including for the avoidance of doubt, the takeover panel, the FCA, the UKLA and the London Stock Exchange;
"Regulatory Information Service" one of the regulatory information services authorised by the UKLA to receive, process and disseminate regulatory information from listed companies;
"Resolutions" the ordinary resolutions to be proposed at the General Meeting (and set out in the notice of general meeting to be contained in the Prospectus) to, among other matters, approve the Acquisition;
"Securities Act" the United States Securities Act of 1933, as amended;
"Seller" Legal & General Nederland Overseas Holdings Limited, a company organised under the laws of England and Wales, having its seat (statutaire zetel) in London, United Kingdom and its registered office at One Coleman Street, London EC2R 5AA, United Kingdom;
"Share Schemes" the share schemes currently operated by Chesnara as described in paragraph 7 of Part XIV (Additional Information) of the Prospectus;
"Shareholder" any holder of Ordinary Shares;
"Shore Capital" or "SC" Shore Capital and Corporate Limited or Shore Capital Stockbrokers Limited, as the context admits;
"Signing Protocol" the signing protocol dated 24 November 2016 between the Buyer, the Seller, Chesnara as the Buyer's guarantor and Legal & General Nederland Insurance Holding Limited as the Seller's guarantor pursuant to which the parties irrevocably commit to
entering into the Acquisition Agreement after the successful completion of the works council process in the Netherlands;
"Solvency II" an EU Directive which reviews the prudential regime for insurance and reinsurance undertakings in the European Union;
"Sponsor" Shore Capital and Corporate Limited;
"Sponsor and Placing Agreement" the conditional agreement among the Company, Shore Capital and Panmure Gordon dated 24 November 2016, a summary of which is contained in paragraph 9 of Part XIV (Additional Information) of the Prospectus;
"stock account" an account within a member account in CREST to which a holding of a particular share or other security in CREST is admitted;
"Total Shareholder Return" total shareholder return, measured with reference to both dividends and capital growth;
"UKLA" the UK Listing Authority;
"uncertificated" in relation to a share or other security, a share or other security, title
or in "uncertificated form" to which is recorded in the relevant register of the share or other security concerned as being held in uncertificated form (that is, in CREST) and title to which may be transferred by using CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia, and all other areas subject to its jurisdiction;
"Waard Group" Waard and its subsidiary undertakings from time to time; and
"Woekerpolis" the litigation risk in relation to potential mis-selling of unit-linked products by life insurers in the Netherlands.
This information is provided by RNS
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