REG - De La Rue PLC - Court sanction of Scheme

De La RueAnnouncement

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RNS Number : 0262P  De La Rue PLC  30 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

30 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

 

Court sanction of Scheme

 

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 and Bidco are pleased to announce that the Court has today granted
the Court Order sanctioning the Scheme pursuant to which the Acquisition is
being implemented.

 

Prior to the Scheme Sanction Hearing, it emerged that a small number of De La
Rue Shares were registered in the name of a nominee for a person (a "Sanctions
Disqualified Shareholder") who is the subject of economic or financial
sanctions laws or regulations administered, enacted or enforced by the United
Kingdom, the European Union and other countries in connection with the
Russia-Ukraine conflict ("Sanctions"). In this context, and at the request of
De La Rue and Bidco, the Court agreed to a modification of the Scheme so as to
ensure that all De La Rue Shares directly or indirectly held by or on behalf
of any Sanctions Disqualified Shareholder ("Scheme Restricted Shares") would
be deemed to be Excluded Shares for the purposes of the Scheme and would not
be acquired by Bidco pursuant to the Scheme. The modifications to the Scheme
agreed to by the Court also provided that (1) upon the Scheme becoming
effective, all rights and entitlements which would otherwise be exercisable in
respect of Scheme Restricted Shares will not be exercisable or apply in
respect of such Scheme Restricted Shares for so long as a direct or indirect
interest holder in such Scheme Restricted Shares is a Sanctions Disqualified
Shareholder, and (2) upon each direct and indirect interest holder in any
Scheme Restricted Shares ceasing to be a Sanctions Disqualified Shareholder or
Bidco having obtained the requisite licence in accordance with all applicable
Sanctions to acquire such Scheme Restricted Shares, Bidco may require the
relevant Scheme Restricted Shares to be sold to it for a cash consideration
equal to the cash consideration that would otherwise have been payable had
those Scheme Restricted Shares been Scheme Shares.

 

The Scheme Record Time will be 6.00 p.m. on 1 July 2025. The Scheme (as
modified in the manner referred to above) will become effective upon the Court
Order being delivered to the Registrar of Companies, which is expected to
occur on 2 July 2025. A further announcement will be made when the Scheme
becomes effective.

 

Suspension of trading and delisting

 

Trading in De La Rue Shares on the Main Market of the London Stock Exchange is
expected to be suspended with effect from 7:30am on 2 July 2025. De La Rue
Shares are also expected to be disabled in CREST from 6:00pm on 1 July 2025.
Therefore, 1 July 2025 will be the last day for dealings in, and for the
registration of transfers of, De La Rue Shares.

 

It is expected that the listing of De La Rue Shares on the equity shares
(commercial companies) category of the Official List will be cancelled, and
that De La Rue Shares will cease to be admitted to trading on the Main Market
of the London Stock Exchange, with effect from 8.00am on 3 July 2025, in each
case subject to the Scheme becoming Effective.

 

On the Effective Date, share certificates in respect of Scheme Shares will
cease to be valid documents of title, and entitlements to Scheme Shares held
in uncertificated form in CREST will be cancelled.

 

All references to time in this announcement are to British Summer Time.

 

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

 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.

 

 

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.

 

 

 

 

Publication on website

 

In accordance with Rule 26.1 of the Code, a copy of this Announcement and a
copy of the Scheme as modified with the approval of the Court 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.

 

 

 

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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