REG - De La Rue PLC - Scheme of Arrangement becomes effective

De La RueAnnouncement

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RNS Number : 4415P  De La Rue PLC  02 July 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

2 July 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

 

Scheme of Arrangement becomes effective

 

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 30 June 2025, De La Rue and Bidco announced that the Court had sanctioned
the Scheme to implement the Acquisition.

 

De La Rue and Bidco are pleased to announce that the Court Order has been
delivered to the Registrar of Companies today and, accordingly, the Scheme has
now become effective in accordance with its terms.  Pursuant to the Scheme,
all of the Scheme Shares (as such term is defined in the Court-approved
Scheme) are now owned by Bidco.

 

 

Settlement of Consideration

 

Under the terms of the Scheme, each Scheme Shareholder on the De La Rue
register of members at the Scheme Record Time (being 6.00pm on 1 July 2025)
will be entitled to receive 130 pence in cash for each Scheme Share held at
the Scheme Record Time.

 

Settlement of the Consideration to which each Scheme Shareholder is entitled
will be effected by way of despatch of cheques or settlement via electronic
transfer (for Scheme Shareholders holding Scheme Shares in certificated form)
or through CREST (for Scheme Shareholders holding Scheme Shares in
uncertificated form) as soon as practicable and in any event not later than14
days after the Effective Date (being today, 2 July 2025).

 

 

Delisting

 

Trading in De La Rue Shares on the Main Market of the London Stock Exchange
was suspended at 7.30am today and De La Rue Shares were disabled in CREST from
6.00pm on 1 July 2025.

 

Applications have been made to the Financial Conduct Authority and the London
Stock Exchange in relation to the cancellation of the listing of De La Rue
Shares on the equity shares (commercial companies) category of the Official
List and the cancellation of the admission to trading of De La Rue Shares on
the Main Market of the London Stock Exchange, which are each expected to take
place at 8.00am tomorrow, 3 July 2025.

 

As a result of the Scheme having become effective, share certificates in
respect of Scheme Shares have ceased to be valid documents of title, and
entitlements to Scheme Shares held in uncertificated form in CREST are being
be cancelled.

 

As a result of this announcement, De La Rue is no longer in an "offer period"
as defined in the Takeover Code and, accordingly, the dealing disclosure
requirements previously notified to investors no longer apply.

 

 

Board changes

 

As the Scheme has now become Effective, as of today's date all the
non-executive directors of De La Rue, namely Clive Whiley, Nick Bray, Mark
Hoad and Brian Small, together with Dean Moore, have resigned from the De La
Rue Board.

 

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

 

Enquiries:

 

 De La Rue                                                     +44 (0)7990 337707
 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.

 

 

 

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.

 

 

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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