REG - Dignity PLC - Mandatory Cash Offer

DignityAnnouncement

19/04/2023 15:00

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RNS Number : 7989W  Dignity PLC  19 April 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

 

FOR IMMEDIATE RELEASE.

 

MANDATORY UNCONDITIONAL CASH OFFER

FOR

DiGNITY PLC ("DIGNITY")

BY

yellow (spc) bidco limited ("BIDCO")

(a newly formed company indirectly owned or controlled by a consortium
comprised of joint offerors SPWOne V Limited, Castelnau Group Limited and
Phoenix Asset Management Partners Limited)

 

1.   Introduction

On 23 January 2023, the boards of directors of Dignity and Bidco announced
that they had reached agreement on the terms of a recommended cash offer to be
made by Bidco to acquire the entire issued and to be issued share capital of
Dignity, other than the Dignity Shares already owned or controlled by
Castelnau and PAMP.

Bidco published an offer document on 14 February 2023 (the "Offer Document"),
setting out the full terms and conditions of the Offer. Capitalised terms used
but not defined in this 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.

As announced by Bidco on 6 April 2023, the FCA Change in Control Condition was
satisfied on 5 April 2023 and the Offer timetable was resumed, with a new
Unconditional Date of 4 May 2023. 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").

2.   Offer unconditional

The board of Dignity notes the announcement by Bidco on 19 April 2023 that,
as at 11.00 a.m. on 19 April 2023, Bidco was able to count 31,955,529 Dignity
Shares, representing approximately 63.74% of Dignity's issued share capital,
towards satisfaction of the Acceptance Condition. Bidco therefore declared
that the Mandatory Offer had become unconditional.

3.   Additional considerations

The board of Dignity recognises that, following the Mandatory
Offer being declared unconditional, Bidco has obtained control of Dignity.
Furthermore, should Bidco acquire Dignity Shares and/or receive acceptances
which result in Bidco holding 75% or more of the voting rights in
Dignity, Bidco's stated intention is to procure that Dignity applies to the
UK Listing Authority for the cancellation of its listing on the Official
List and to the London Stock Exchange for the cancellation of its admission
to trading. Consequently, there is a risk that Dignity Shareholders who
do not accept the Mandatory Offer could, as a result, own a minority
interest in an unlisted company. In such circumstances, the liquidity and
marketability of Dignity Shares held by such Dignity Shareholders would be
significantly reduced.

Dignity Shareholders who have not yet accepted the Mandatory Offer should note
that, whilst Bidco has stated that the Cash Offer will remain open for
acceptance until further notice and that Bidco will give at least 14 days'
notice by way of a Regulatory Information Service announcement before the Cash
Offer is closed, Bidco will close the Alternative Offers at 1.00 p.m. on 3 May
2023.

4.   Recommendation

 

The board of Dignity believes that the Cash Offer represents an opportunity
for Dignity Shareholders to realise an immediate cash sum at a fair price for
all of their Dignity Shares, and  reiterates its unanimous recommendation
that Dignity Shareholders accept or procure the acceptance of the Cash Offer.

 

 

 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.

Information relating to Dignity Shareholders

Please be aware that addresses, electronic addresses and certain other
information provided by Dignity Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Dignity may
be provided to Bidco during the offer period as required under Section 4 of
Appendix 4 to the Takeover Code.

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.

Important notices relating to the financial advisers

Morgan Stanley & Co. International plc, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting as financial
adviser exclusively to Bidco and the members of the Consortium and for no one
else and will not be responsible to anyone other than Bidco and the members of
the Consortium for providing the protections afforded to its clients or for
providing advice in relation to the matters referred to in this announcement.
Neither Morgan Stanley, 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 Morgan Stanley in connection with the Acquisition, any statement
contained in this announcement or otherwise.

Rothschild & Co, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Dignity and no one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than Dignity for providing the protections
afforded to clients of Rothschild & Co, nor for providing advice in
relation to the Acquisition or any other matters referred to in this
announcement. Neither Rothschild & Co nor any of its affiliates (nor 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 Rothschild & Co in connection with this announcement, any
statement contained in this announcement, the Acquisition or otherwise. No
representation or warranty, express or implied, is made by Rothschild & Co
as to the contents of this announcement.

Liberum, which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively as corporate broker to Castelnau and no one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than Castelnau for providing the protections
afforded to clients of Liberum, nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement. Neither
Liberum nor any of its affiliates (nor 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 Liberum in
connection with this announcement, any statement contained in this
announcement, the Acquisition or otherwise. No representation or warranty,
express or implied, is made by Liberum as to the contents of this
announcement.

Investec, which is authorised by the PRA and regulated by the FCA and the PRA,
is acting as corporate broker exclusively to Dignity and for no one else in
connection with the Acquisition or other matters referred to in this
announcement and will not be responsible to anyone other than Dignity for
providing the protections afforded to its clients nor for providing advice in
relation to the Acquisition, the contents of this announcement or any other
matters set out in this announcement. Further, Investec accepts no
responsibility whatsoever and makes no representations or warranty, express or
implied, for or in respect of the contents of this announcement. Investec and
its affiliates accordingly disclaim, to the fullest extent permitted by law,
any and all responsibility and liability whatsoever, arising in tort or
otherwise, which it might otherwise have in respect of this announcement, any
statement contained in this announcement, the Acquisition or otherwise.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference into this
announcement), oral statements regarding the Acquisition and other information
published by Bidco, the members of the Consortium and Dignity contain
statements which are, or may be deemed to be, "forward-looking statements"
with respect to the financial condition, results of operations and business of
Dignity and certain plans and objectives of Bidco. Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Bidco and Dignity
about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. Forward-looking
statements often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue",
"will", "may", "should", "would", "could", "is subject to", "budget",
"scheduled", "forecast", "intend", or other words of similar meaning. These
statements are based on assumptions and assessments made by Bidco and/or
Dignity in light of their experience and their perception of historical
trends, current conditions, likely future developments and other factors they
believe appropriate. By their nature, forward-looking statements involve risk
and uncertainty, because they relate to events and depend on circumstances
that will occur in the future, and the factors described in the context of
such forward-looking statements in this announcement could cause actual
results and developments to differ materially from those expressed in or
implied by such forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have been correct
and investors are therefore cautioned not to place undue reliance on these
forward-looking statements.

There are several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking statements.
Among the factors that could cause actual results to differ materially from
those described in the forward-looking statements are changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
combinations or dispositions. For a discussion of important factors which
could cause actual results to differ from forward-looking statements in
relation to Dignity, refer to the annual report and accounts of Dignity for
the financial year ended 31 December 2021.

Each forward-looking statement speaks only as at the date of this
announcement. Neither Bidco nor Dignity, nor any member of their respective
groups, assumes any obligation to update or revise any forward-looking
statements contained in this announcement (whether as a result of new
information, future events or otherwise), except as required by applicable
law.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover 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. on the 10th business day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. 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 Takeover 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. 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, 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

A copy of this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Castelnau's website at www.castelnaugroup.com and on Dignity's website at
www.dignityplc.co.uk by no later than 12 noon on the Business Day following
this announcement. For the avoidance of doubt, the contents of the websites
referred to in this announcement are not incorporated into and do not form
part of this announcement.

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, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

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