REG - De La Rue PLC Atlas Holdings LLC - Satisfaction of NSIA condition

De La RueAnnouncement

11/06/2025 16:15

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RNS Number : 4571M  De La Rue PLC  11 June 2025

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.

 

FOR IMMEDIATE RELEASE

11 June 2025

 

RECOMMENDED ACQUISITION

by

ACR BIDCO LIMITED

(a company indirectly wholly-owned by funds managed and advised by Atlas FRM
LLC (d/b/a Atlas Holdings LLC))

of

DE LA RUE PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

SATISFACTION OF NSIA CONDITION

 

On 15 April 2025, the boards of directors of ACR Bidco Limited ("Bidco") and
De La Rue plc ("De La Rue") announced that they had reached agreement on the
terms and conditions of a recommended all cash acquisition by Bidco of the
entire issued, and to be issued, ordinary share capital of De La Rue (the
"Acquisition"), to be effected by means of a Court-sanctioned scheme of
arrangement under Part VIII of the Companies Act 2006 (the "Scheme"). On 9 May
2025, De La Rue published a scheme document in connection with the
Acquisition, setting out the terms and conditions of the Scheme (the "Scheme
Document"). On 3 June, the requisite approvals from Shareholders for the
implementation of the Scheme were obtained.

 

De La Rue is pleased to announce that the Secretary of State has notified
Bidco and De La Rue that no further action will be taken in relation to the
Acquisition under the National Security and Investment Act 2021. Accordingly,
Condition 3(a) (as set out in Part A of Part III of the Scheme Document) has
now been satisfied.

 

The Scheme remains subject to the satisfaction (or, where applicable, waiver)
of the remaining Conditions set out in Part A of Part III of the Scheme
Document and subject to the further terms set out in Parts B and C of Part III
of the Scheme Document, including the sanction of the Court at the Court
Sanction Hearing and the delivery of a copy of the Court Order to the
Registrar of Companies.

 

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also set out in the appendix to this
Announcement. The Scheme is currently expected to become Effective on 2 July
2025.

 

Applications have been made to the London Stock Exchange and the FCA for the
De La Rue Shares to cease to be admitted to trading on the Main Market of the
London Stock Exchange and to cancel their listing on the Official List,
respectively. It is expected that the cancellation of listing of the De La Rue
Shares will take effect on the Business Day following the Effective Date (and
is subject to the Scheme becoming Effective).

 

Enquiries:

 

 De La Rue                                                     +44 (0)7990 337707
 Clive Whiley, Chairman
 Clive Vacher, Chief Executive Officer
 Louise Rich, Head of Investor Relations

 Deutsche Numis (Sole Financial Adviser and Corporate Broker)  +44 (0)207 260 1000
 Jonathan Wilcox
 Luke Bordewich

 Kevin Cruickshank
 Raed El Dana

 Investec (Joint Broker)                                       +44 (0)207 597 5970
 David Anderson

 Charlotte Young

 Brunswick                                                     +44 (0)207 404 5959
 Stuart Donnelly
 Ed Brown

 Atlas and Bidco                                               via FTI Consulting
 Peter Bacon
 Daniel Merriam

 Lazard (Financial Adviser to Atlas and Bidco)                 +44 (0)207 187 2000
 David Weinberg
 Tegh Summy

 FTI Consulting (PR Adviser to Atlas and Bidco)                +44 (0)20 3727 1340
 Alex Le May
 Edward Bridges
 Alex Davis

 

King & Spalding International LLP are retained as legal advisers to Atlas
and Bidco.

 

Bird & Bird LLP are retained as legal advisers to De La Rue.

 

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out the expected dates for
implementation of the Scheme. All times shown are British Summer Time. All
dates and times are based on Bidco's and De La Rue's current expectations and
are subject to change. If any of the dates and/or times in this expected
timetable change, the revised dates and/or times will be notified through a
Regulatory Information Service, with such announcement being made available on
De La Rue's website at https://www.delarue.com/offer-microsite-disclaimer
(https://protect.checkpoint.com/v2/___https:/url.uk.m.mimecastprotect.com/xdhm0NHL*~*SUh6QqDt1hPkWkG5rPL?itrfns=ijqfwzj.htr___.Y3AxZTpkZWxhcnVlMTYzMDUwMzk1MDQxOTpjOm86ODRkMGU1OGVlNTUyMGU2NGNmYWNjZWQ5YThiMzQyODQ6NjpmNWVhOjdkNDZmMzQ4ZTFlZDUzZjU2Y2UwYzg3MDBlMzU4ZmQ3MmMyMzZkOWIxYTNlODA1N2Y2YTU5ZjQwM2EzNjE4YmE6cDpUOlQ)
.

 Event                                                                           Expected time/date
 Certain of the following dates are subject to change (please see note (1)
 below):
 Scheme Court Hearing                                                            30 June 2025 ((1))
 Last day of dealings in, and for registration of transfers of, De La Rue        1 July 2025 ((1))
 Shares
 Scheme Record Time                                                              6.00 p.m. on 1 July 2025 ((1))
 Disablement in CREST in respect of De La Rue Shares                             6.00 p.m. on 1 July 2025 ((1))
 Suspension of listing of, and dealings in, De La Rue Shares                     By 7.30 a.m. on 2 July 2025 ((1))
 Effective Date                                                                  2 July 2025 ((1))
 Cancellation of listing on the Official List and trading on the Main Market of  8.00 a.m. on 3 July 2025 ((1))
 De La Rue Shares
 Latest date for dispatch of cheques/settlement through CREST                    14 days after the Effective Date
 Latest date by which Scheme must be implemented, the Long Stop Date             15 September 2025 ((2))

1)    The dates and times given are indicative only and are based on
current expectations and are subject to change. References to times are to
British Summer Time unless otherwise stated. If any of the times and/or dates
above change, the revised times and/or dates will be notified to De La Rue
Shareholders by announcement through a Regulatory Information Service.

2)    This is the last date by which the Scheme must be implemented unless
Bidco and De La Rue, with the prior consent of the Panel and, if required, the
approval of the Court, agree in writing a later date.

 

Important Notices

 

Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for De La Rue and no one else in connection with the Acquisition
and will not regard any other person as its client in relation to the
Acquisition and will not be responsible to anyone other than De La Rue for
providing the protections afforded to clients of Deutsche Numis, nor for
providing advice in relation to the Acquisition or any matter referred to
herein. Neither Deutsche Numis nor any of its affiliates (nor any of their
respective directors, officers, employees or agents), 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 Deutsche Numis in connection with this announcement, any
statement contained herein or otherwise.

 

Investec Bank plc ("Investec"), which is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the FCA and the
Prudential Regulation Authority, is acting exclusively for De La Rue and no
one else in connection with the subject matter of this announcement and will
not be responsible to anyone other than De La Rue for providing the
protections afforded to the clients of Investec, or for providing advice in
connection with the subject matter of this announcement. Neither Investec 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 Investec in connection with the with the subject matter of this
announcement, any statement contained herein or otherwise.

 

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively as
financial adviser to Atlas and Bidco and no one else in connection with the
Acquisition and will not be responsible to anyone other than Atlas and Bidco
for providing the protections afforded to clients of Lazard nor for providing
advice in relation to the Acquisition or any other matters referred to in this
announcement. Neither Lazard 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 Lazard in connection with this announcement, any statement
contained herein or otherwise.

 

This announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation
of an offer to buy any securities, pursuant to the Acquisition or otherwise.

 

 

Overseas Shareholders

 

The availability of the Acquisition to De La Rue Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdiction 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 laws of any jurisdiction other than the United Kingdom, should
inform themselves about, and observe any applicable requirements of their
jurisdiction. Any person (including, without limitation, nominees, trustees
and custodians) who would, or otherwise intends to, forward this Announcement,
the Scheme Document or any accompanying document to any jurisdiction outside
the United Kingdom should refrain from doing so and seek appropriate
professional advice before taking any action.

 

Any failure to comply with the applicable legal or regulatory requirements may
constitute a violation of the laws and/or regulations of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility and
liability for the violation of such restrictions by any person. This
Announcement has been prepared in accordance with and for the purpose of
complying with English law, the Takeover 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.

 

Further details in relation to Overseas Shareholders are set out in paragraph
15 of the Explanatory Statement set out in Part II of the Scheme Document.

 

The Acquisition is subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange and the FCA.

 

 

Forward-looking statements

 

This Announcement, oral statements made regarding the Acquisition, and other
information published by De La Rue, Bidco, and Atlas may contain certain
"forward-looking statements" with respect to De La Rue, Bidco, and Atlas.
These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "will", "may", "should", "would", "could"
or other words or terms of similar meaning or the negative thereof.
Forward-looking statements include statements relating to, for example, 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
of Atlas and/or Bidco and the expansion and growth of De La Rue and potential
synergies resulting from the Acquisition; and (iii) the effects of government
regulation on the business of De La Rue.

 

These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
developments to differ materially from those expressed in or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding present and future strategies and environments.
None of Atlas, Bidco or De La Rue, 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
in any forward-looking statements in this Announcement will actually occur.
Undue reliance should not be placed on such forward-looking statements, which
speak only as of the date of this Announcement. All subsequent oral or written
forward-looking statements attributable to Atlas, Bidco or De La Rue or any
person acting on their behalf are expressly qualified in their entirety by the
cautionary statement above. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this Announcement. None of Atlas,
Bidco or De La Rue assume any obligation to update publicly or revise
forward-looking or other statements contained in this Announcement, whether as
a result of new information, future events or otherwise, except to the extent
legally required.

 

No profit forecasts or estimates

 

No statement in this Announcement is intended as a profit forecast or estimate
for De La Rue in respect of any period and no statement in this Announcement
should be interpreted to mean that earnings or earnings per De La Rue Share
for the current or future financial years would necessarily match or exceed
the historical published earnings or earnings per De La Rue Share.

 

 

Publication on website

 

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be
made available (subject to certain restrictions relating to persons resident
in Restricted Jurisdictions), free of charge, on De La Rue's website at
https://www.delarue.com/offer-microsite-disclaimer and on Bidco's website at
https://www.atlasholdingsllc.com/uk/atlas-offer.html by no later than 12:00
noon on the Business Day following this Announcement. Neither the contents of
this website nor the content of any other website accessible from hyperlinks
on such websites is incorporated into, or forms part of, this Announcement.

 

Requesting hard copies

 

In accordance with Rule 30.3 of the Code, a person so entitled may request a
hard copy of this Announcement, free of charge, by contacting De La Rue's
registrar, Computershare Investor Services PLC on +44 (0)370 703 6375. 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.  Please note that
Computershare Investor Services PLC cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and training
purposes.

 

For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. In accordance with Rule 30.3 of the Code, a person so
entitled 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.

 

Electronic communications - information for De La Rue Shareholders

 

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

 

 

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.
(BST) on the 10th business day following the commencement of the offer period
and, if appropriate, by no later than 3:30 p.m. (BST) 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.
(BST) 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.

 

Announcement not a prospectus

 

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

 

Private purchases

 

De La Rue Shareholders should be aware that Bidco may purchase De La Rue
Shares otherwise than under the Scheme or any Takeover Offer, including
pursuant to privately negotiated purchases.

 

Independent advice

 

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.

 

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