REG - Dignity PLC - Statement re Possible Offer

DignityAnnouncement

04/01/2023 16:30

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RNS Number : 7092L  Dignity PLC  04 January 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 OR REGULATIONS OF THAT JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND 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 WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

04 January 2023

Dignity plc

Advanced discussions regarding a potential recommended cash offer

 

The Board of Dignity plc ("Dignity" or the "Company") has received a series of
unsolicited proposals from a consortium comprising SPWOne V Ltd ("SPWOne") and
Castelnau Group Limited ("Castelnau", whose discretionary investment manager
is Phoenix Asset Management Partners Limited ("PAMP")) (together, the
"Consortium") in relation to a proposed acquisition of Dignity to be made
through the Consortium's joint venture vehicle, Yellow (SPC) Bidco Limited
("Bidco").

 

Dignity received the first proposal from the Consortium in relation to a
possible cash offer at a price of 475 pence per Dignity share on 13 October
2022 (the "First Proposal"). Subsequent proposals were received at 500 pence
and 510 pence per Dignity share (together with the First Proposal, the
"Proposals").

 

The Board of Dignity carefully evaluated each of the Proposals following
receipt together with its financial adviser, Rothschild & Co, and
unanimously rejected the Proposals.

 

On 13 November 2022, Dignity received a revised proposal in relation to a
proposed cash acquisition of the entire issued, and to be issued, share
capital of the Company from the Consortium at a price of 525 pence per Dignity
share (the "Revised Proposal").

 

In addition, the Consortium has stated that it is willing to consider
providing the ability for Dignity shareholders to receive alternative
consideration either in the form of unlisted equity in Bidco or in the form
of listed equity in Castelnau.

 

The Revised Proposal is subject to the satisfaction or waiver by the
Consortium of a number of pre-conditions, including the completion of
customary due diligence.

 

Dignity, having evaluated the Revised Proposal with its financial adviser,
Rothschild & Co, has agreed to provide the Consortium with access to
limited confirmatory due diligence and has indicated to the Consortium that
the Revised Proposal is at a value that Dignity would be minded to recommend
to Dignity shareholders, should a firm intention to make an offer pursuant to
Rule 2.7 of the Takeover Code be announced on such financial terms.

 

There can be no certainty either that an offer will be made nor as to the
terms of any offer, if made. A further announcement will be made when
appropriate.

The Proposal states that Castelnau was formed by PAMP in 2020 and that SPWOne
was established by British businessman Sir Peter Wood. Castelnau is managed by
Gary Channon, CIO of PAMP, and the former executive Chairman of Dignity. The
Company's current understanding is that the Consortium and its connected
persons are interested in approximately 29.73% of the Company's issued share
capital.

In accordance with Rule 2.6(a) of the Code, the Consortium is required, by not
later than 5.00 p.m. on 01 February 2023, to either announce a firm intention
to make an offer for the Company in accordance with Rule 2.7 of the Code or
announce that it does not intend to make an offer for the Company, in which
case the announcement will be treated as a statement to which Rule 2.8 of the
Code applies. This deadline can be extended with the consent of the Panel on
Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

The person responsible for arranging the release of this announcement on
behalf of Dignity is Tim George, Company Secretary.

This announcement has been made by Dignity without the agreement or approval
of Valderrama or the Consortium.

Enquiries

Dignity
+44 12 1354 1557

Kate Davidson - Chief Executive Officer

Rothschild & Co (Financial Adviser to
Dignity)
            +44 20 7280 5000

Majid Ishaq / John Byrne / Ali Kazmi

Inside Information

The information contained within this announcement is deemed by Dignity to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) no. 596/2014 (as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018). On the publication of this announcement via a
Regulatory Information Service, this inside information is now considered to
be in the public domain.

Notice related to financial adviser

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Dignity and for no one else in connection
with the subject matter of this announcement and will not be responsible to
anyone other than Dignity for providing the protections afforded to its
clients or for providing advice in connection with the subject matter of this
announcement.

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, 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 Takeover
Panel's website at www.thetakeoverpanel.org.uk
(http://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.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at https://www.dignityplc.co.uk/
(https://www.dignityplc.co.uk/) by no later than 12 noon (London time) on the
business day following the date of this announcement. The content of the
website referred to in this announcement is not incorporated into and does not
form part of this announcement.

Please be aware that addresses, electronic addresses and certain other
information provided by the Company's shareholders, persons with information
rights and other relevant persons for the receipt of communications from the
Company may be provided to the Consortium during an offer period as required
under Section 4 of Appendix 4 of the Code to comply with Rule 2.11.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, Dignity confirms that as at the close
of business on 04 January 2023 its issued share capital consisted of
50,043,435 ordinary shares of 12 48/143 pence each in issue and admitted to
trading on the Main Market of the London Stock Exchange. Each ordinary share
carries the right to one vote. The Company does not hold any ordinary shares
in treasury. The International Securities Identification Number for Dignity's
ordinary shares is GB00BRB37M78.

Important Notice

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The release, publication
or distribution of this announcement in jurisdictions other than the United
Kingdom and the availability of any offer to shareholders of Dignity who are
not resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of Dignity who are
not resident in the United Kingdom will need to inform themselves about, and
observe any applicable requirements.

 

LEI: 21380049687CNAYKV483

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