REG - Dignity PLC - DE-LISTING AND CANCELLATION OF TRADING OF SHARES

DignityAnnouncement

25/05/2023 10:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230525:nRSY6531Aa&default-theme=true

RNS Number : 6531A  Dignity PLC  25 May 2023

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 OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE.

 
25 May 2023

DIGNITY PLC ("DIGNITY")

DE-LISTING AND CANCELLATION OF TRADING OF DIGNITY SHARES AND BOARD CHANGES

 

De-listing and cancellation of trading of Dignity Shares

Further to the announcement made by Yellow (SPC) Bidco Limited ("Bidco") on 24
April 2023, Dignity today announces that, following an application by Dignity,
the Financial Conduct Authority has cancelled the listing of Dignity Shares on
the premium listing segment of the Official List and the London Stock Exchange
has cancelled the trading of Dignity Shares on the London Stock Exchange's
main market for listed securities, in each case with effect from 8.00 a.m.
(London time) today, 25 May 2023.

Board update

Dignity today announces updates relating to its Board.

Angela Eames, Graham Robert Ferguson, Dean Roderick Moore and Kartina Tahir
Thomson have tendered their resignations as Dignity Directors with immediate
effect, which have been accepted by Dignity. Kate Alexandra Davidson and
Giovanni (John) Castagno  will remain on the Dignity Board.

Dignity is pleased to announce the appointment of:

·      Nick Edwards, Chris Wensley, Steve Tatters and Graham Shircore as
Non-Executive Directors; and

·      Darren Ogden as Chief Financial Officer.

Bidco published an offer document on 14 February 2023 (the "Offer Document"),
setting out the full terms and conditions of the Offer. On 14 April 2023,
the Offer became a mandatory cash offer with listed and unlisted share
alternative offers (the "Mandatory Offer" and Bidco's announcement of such
Mandatory Offer, the "Mandatory Offer Announcement").

Capitalised terms used but not defined in this announcement (the
"Announcement") have the same meaning given to them in the Offer Document. All
references to times in this announcement are to London times, unless otherwise
stated. A copy of the Offer Document is available on Dignity's website at
www.dignityplc.co.uk (http://www.dignityplc.co.uk) .

 

 Enquiries

 SPWOne                                                                 info@SPWOne.com

Nick Edwards / Chris Wensley / Adam Bulmer

 PAMP / Castelnau                                                       +44 20 8600 0100
 Gary Channon / Steve Tatters / Graham Shircore

 Morgan Stanley (Financial adviser to Bidco)                            +44 20 7425 8000
 Laurence Hopkins / Richard Brown / Anusha Vijeyaratnam

 Liberum (Corporate broker to Castelnau)                                +44 20 3100 2222
 Darren Vickers / Owen Matthews / William King

 H/Advisors Maitland (PR adviser to Bidco)                              +44 20 7379 5151
 William Clutterbuck / Jason Ochere / Jonathan Cook

 Dignity                                                                +44 20 7466 5000

Kate Davidson MBE - Chief Executive Officer

Giovanni (John) Castagno - Chair

 Rothschild & Co (Financial adviser and Rule 3 adviser to Dignity)      +44 20 7280 5000
 Majid Ishaq / John Byrne / Ali Kazmi

 Investec (Corporate broker to Dignity)                                 +44 20 7597 4000
 Gary Clarence / Ben Farrow

 Buchanan (PR adviser to Dignity)                                       +44 20 7466 5000
 Chris Lane / Hannah Ratcliff / Verity Parker

 

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase, or otherwise acquire, subscribe for,
sell or otherwise dispose of, any securities, or the solicitation of any vote
or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Dignity or any
member of the Consortium pursuant to the Acquisition or otherwise in any
jurisdiction in contravention of applicable laws. The Mandatory Offer is being
made solely by means of the Offer Document (as amended by the Mandatory Offer
Announcement) and the Form of Acceptance, which, together, contain the full
terms and conditions of the Mandatory Offer, including details of how it may
be accepted.

In addition to the Offer Document published by Bidco (as amended by the
Mandatory Offer Announcement), Castelnau published the Castelnau Prospectus
(as supplemented by the supplementary prospectus published by Castelnau on 4
April 2023 (the "Supplementary Prospectus")), containing information on,
amongst other things, the New Castelnau Consideration Shares.  Dignity
Shareholders should read the Offer Document (as amended by the Mandatory Offer
Announcement), the Castelnau Prospectus (as supplemented by the Supplementary
Prospectus) and the Form of Acceptance carefully because they contain
important information in relation to the Mandatory Offer and the New Castelnau
Consideration Shares.  Any decision by Dignity Shareholders in respect of the
Mandatory Offer should be made only on the basis of the information contained
in the Offer Document (as amended by the Mandatory Offer Announcement), the
Castelnau Prospectus (as supplemented by the Supplementary Prospectus) and the
Form of Acceptance.

This announcement does not constitute a prospectus or prospectus equivalent
document.  Approval of the Castelnau Prospectus and/or the Supplementary
Prospectus by the FCA should not be understood as an endorsement of the New
Castelnau Consideration Shares.

Overseas jurisdictions

The release, publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements. In particular, the ability of
persons who are not resident in the United Kingdom to accept the Mandatory
Offer or to execute and deliver a Form of Acceptance may be affected by the
laws of the relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Acquisition disclaim
any responsibility or liability for the violation of such restrictions by any
person. This announcement has been prepared for the purpose of complying with
English law and the Takeover Code and the information disclosed may not be the
same as that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside the United
Kingdom.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, neither the Listed Share
Alternative nor the Unlisted Share Alternative are being made available,
directly or indirectly, in, into or from a Restricted Jurisdiction and no
Dignity Shareholder may make an Alternative Offers Election by any use, means
or instrumentality (including facsimile, e-mail or other electronic
transmission or telephone) of interstate or foreign commerce of, or of any
facility of, a national, state or other securities exchange of a Restricted
Jurisdiction. In addition, unless otherwise determined by Bidco or required by
the Takeover Code, the Listed Share Alternative is not being made available to
any Dignity Shareholder whose registered address is in an EEA Member State.

The availability of the Acquisition to Dignity Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves about, and observe, any applicable legal or regulatory requirements
of their jurisdictions.

Details in relation to Dignity Shareholders in overseas jurisdictions are also
contained in the Offer Document.

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

Additional information for US investors

The Mandatory Offer relates to the securities of a UK company and is subject
to UK disclosure requirements, which are different from those of the United
States. Financial information included in this announcement, the Offer
Document and the Castelnau Prospectus (as supplemented by the Supplementary
Prospectus) has been or will have been prepared in accordance with accounting
standards applicable in the United Kingdom that may not be comparable to
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the United States.

The Mandatory Offer is being made in the United States pursuant to the
applicable US tender offer rules, subject to the exemption provided under Rule
14d-1(c) under the Exchange Act of 1934, as amended, for a Tier I tender
offer, and otherwise in accordance with the requirements of the Takeover Code.
Accordingly, the Mandatory Offer is subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments, that are different from those
applicable under US domestic tender offer procedures and law.

To the extent permissible under applicable law or regulations, Bidco and its
affiliates or its brokers and its broker's affiliates (acting as agents for
Bidco or its affiliates, as applicable) may from time to time after the date
of the Offer Document and the date hereof and during the pendency of the
Mandatory Offer, and other than pursuant to the Mandatory Offer, directly or
indirectly purchase or arrange to purchase Dignity Shares or any securities
that are convertible into, exchangeable for or exercisable for Dignity Shares.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. To the extent information about
such purchases or arrangements to purchase is made public in the United
Kingdom, such information will be disclosed by means of a press release or
other means reasonably calculated to inform US holders of Dignity of such
information. In addition, the financial advisers to Bidco also may engage in
ordinary course trading activities in securities of Dignity, which also may
include purchases or arrangements to purchase such securities. To the extent
required in the United Kingdom, any information about such purchases will be
made public in the United Kingdom in the manner required by United Kingdom
law.

Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disapproved the Mandatory Offer, passed any
comments upon the merits or fairness of the Mandatory Offer, passed any
comments on the adequacy or completeness of the Offer Document or hereof, or
passed any comment on whether the content in the Offer Document or herein is
correct or complete. Any representation to the contrary is a criminal offence
in the US.

The receipt of cash pursuant to the Mandatory Offer by a US holder of Dignity
Shares will likely be a taxable transaction for United States federal income
tax purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Each Dignity Shareholder is urged to consult
their independent professional adviser immediately regarding the tax
consequences of acceptance of the Mandatory Offer.

It may be difficult for US holders of Dignity Shares to enforce their rights
and any claim arising out of the US federal laws, since Bidco and Dignity are
located in countries other than the US, and some or all of their officers and
directors may be residents of countries other than the US. US holders of
Dignity Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities laws. Further, it
may be difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.

The securities to be issued in connection with either of the Alternative
Offers pursuant to the Mandatory Offer have not been and will not be
registered under the US Securities Act or the securities laws of any state or
other jurisdiction of the United States.  Valderrama D Shares and New
Castelnau Consideration Shares will only be made available outside of the US
to non-US Persons in offshore transactions within the meaning of, and in
accordance with, the safe harbour from the registration requirements provided
by Regulation S.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCEAXSSASEDEEA