REG - De La Rue PLC - Company update and start of Formal Sale Process

De La RueAnnouncement

04/02/2025 15:45

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RNS Number : 8943V  De La Rue PLC  04 February 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.

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE"). IT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY
OFFER MAY BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER ASSIMILATED
REGULATION (EU) NO. 596/2014, WHICH IS PART OF THE LAWS OF THE UNITED KINGDOM
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED).

 

FOR IMMEDIATE RELEASE

 

4 February 2025

 

De La Rue plc ("De La Rue" or the "Company")

 

Company update and commencement of Formal Sale Process

 

On 9 January 2025, De La Rue announced that it had received a preliminary
possible conditional cash offer from the PSFC Entities of £1.25 per share for
the entire issued and to be issued share capital of the Company (the "Possible
Cash Offer"), with the Possible Cash Offer being conditional, amongst other
things, on the successful completion of the already announced planned sale of
the Authentication division to Crane NXT, Co., waivable at the PSFC Entities'
discretion.

 

Discussions with the PSFC Entities are continuing. The PSFC Entities are now
proposing a transaction structure including the issuance of a debt instrument
to PSFC Entities and a share buyback (the "Share Buyback") by the Company at
£1.25 per share which if completed would therefore result in control passing
to the PSFC Entities.  Any such Share Buyback would be conditional on,
amongst other things, satisfactory completion of the previously announced sale
of the Authentication division to Crane NXT, Co., agreement being reached
between the De La Rue Pension Fund Trustees and PSFC Entities to derisk the
Company's defined benefit pension scheme and requisite approvals from
Shareholders (including those required under the Takeover Code), waivable at
the PSFC Entities' discretion.  At this time there can be no certainty as to
the PSFC Entities' proposed transaction structure nor whether any such Share
Buyback will be made.

 

Since its announcement of 9 January 2025, the Board of De La Rue (the "Board")
has also received preliminary approaches from separate third parties (in
addition to the proposals received from the PSFC Entities referenced above)
that may or may not result in possible cash offers for the Company.  In this
context, the Board has unanimously concluded that it would be appropriate to
investigate the sale of the Company and therefore has now decided to commence
a "Formal Sale Process" for the Company (as referred to in Note 2 on Rule 2.6
of the Takeover Code) (the "Formal Sale Process").  The Board has received
confirmation that the parties above (including the PSFC entities) have agreed
to be included in the Formal Sale Process.

 

As previously disclosed and prior to commencing the Formal Sale Process, the
Company commenced discussions with various potential counterparties in
relation to the Currency division.  For clarity, the Company remains in
discussions with parties in relation to the Currency division and is also
making significant steps towards concluding the sale of the Authentication
division to Crane NXT, Co.

 

Formal Sale Process

 

The Takeover Panel has agreed that any discussions with the PSFC Entities (and
their proposal) and other third parties in relation to an offer for the
Company will take place within the context of a "Formal Sale Process" (as
referred to in Note 2 on Rule 2.6 of the Takeover Code).  As such, the
Takeover Panel has agreed that the deadline for the PSFC Entities under Rule
2.6(c) of the Takeover Code set out in the announcement of 9 January 2025 no
longer applies.

 

As part of the Formal Sale Process, the Board invites expressions of interest
from interested parties regarding a potential transaction for the entire
issued and to be issued ordinary share capital of the Company.  The Formal
Sale Process is being managed by Deutsche Numis, who are also advising the
Board in respect of their obligations under the Takeover Code.  Parties
interested in submitting an expression of interest should contact Deutsche
Numis using the contact details below.

 

It is currently expected that any party interested in submitting any form of
proposal for consideration in

connection with the Formal Sale Process will, at the appropriate time, enter
into a non-disclosure agreement and standstill arrangement with the Company on
terms satisfactory to the Board and on the same terms, in all material
respects, as other interested parties before being permitted to participate in
the process.  The Company then intends to provide such interested parties
with certain information on its business, following which interested parties
shall be invited to submit their proposals.  The Company expects interested
parties to submit expression of interest by 31 March 2025.

 

The Takeover Panel has granted a dispensation from the requirements of Rules
2.4(b) and 2.6(a) of the Takeover Code such that any interested party
participating in the formal sale process will not be required to be publicly
identified as a result of this announcement and will not be subject to the 28
day deadline referred to in Rule 2.6(a) of the Takeover Code for so long as it
is participating in the formal sale process.

 

The Board reserves the right to alter any aspect of the process as outlined
above or to terminate the process at any time and in such cases will make an
announcement as appropriate. The Board also reserves the right to reject any
approach or terminate discussions with any interested party at any time.

 

Shareholders are advised that this announcement does not represent a firm
intention by any party to make an offer under Rule 2.7 of the Takeover Code
and there can be no certainty that any offers will be made as a result of the
formal sale process, that any sale will be concluded, nor as to the terms on
which any offer may be made. Shareholders are advised to take no action at
this time.

 

As a consequence of this announcement, the Offer Period continues in respect
of the Company in accordance with the Takeover Code, and the attention of
shareholders is drawn to the disclosure requirements of Rule 8 of the Takeover
Code, which are summarised below in "Disclosure Requirements of the Takeover
Code".

 

Further announcements will be made as appropriate.

 

Enquiries:

 

 De La Rue plc                            +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

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

 
 
Further information

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 matters set
out in this announcement and will not regard any other person as its client in
relation to the matters in this announcement 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 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.

This announcement is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction.

The release, publication or distribution of this announcement in jurisdictions
outside the United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves about and
observe such restrictions.  Any failure to comply with such restrictions may
constitute a violation of the securities law of any such jurisdiction.

This announcement has been issued by, and is the sole responsibility of, De La
Rue.

This announcement contains inside information as defined under assimilated
Regulation (EU) No. 596/2014 which is part of the laws of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as amended). The person
responsible for arranging the release of this announcement on behalf of De La
Rue is Jon Messent (Company Secretary).

 
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 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (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(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 pm (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 Panel's website at
www.thetakeoverpanel.org.uk,
(https://protect.checkpoint.com/v2/r02/___http:/www.thetakeoverpanel.org.uk,___.Y3AxZTpkZWxhcnVlMTYzMDUwMzk1MDQxOTpjOm86NjMzMGRkZmExYzkxZTM2MTUxNDIyZDU3YjQ3NWFlZDU6Nzo0OGEyOmIyNDBkZjY5ZTM1OTc5Mjg4MWRlYjUxMzg5MjZiMThiYzg1Mzg4ZDBjODljMjBlNDJhZmQzN2JmZjY5NzE3OWU6cDpUOlQ)
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.

Publication on Website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at www.delarue.com
(https://protect.checkpoint.com/v2/r02/___http:/www.delarue.com/___.Y3AxZTpkZWxhcnVlMTYzMDUwMzk1MDQxOTpjOm86NjMzMGRkZmExYzkxZTM2MTUxNDIyZDU3YjQ3NWFlZDU6NzpkNjY1OmQ0OWU2NzQ4ZjllOTQ4NDIyOTk4N2RkYTk1NmMxNTRhZjIwNDgyMmM3ODgzOTZlNTQ2ZDkyNTQxYzJkMjBjNzE6cDpUOlQ)
promptly and in any event by no later than 12 noon on the business day
following this announcement. The content of this website is not incorporated
into and does not form part of this announcement.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, as at the close of business on 3
February 2025 (being the business day prior to the date of this announcement),
De La Rue confirms that it had in issue 196,098,354 ordinary shares each with
voting rights under the ISIN code GB00B3DGH821.

 

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