REG - Valderrama Ltd Dignity PLC - Delisting & Cancellation:Trading of Dignity Shares

DignityAnnouncement

24/04/2023 07:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230424:nRSX1368Xa&default-theme=true

RNS Number : 1368X  Valderrama Ltd  24 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.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT AND NO INVESTMENT DECISION IN RELATION TO THE ACQUISITION,
THE VALDERRAMA SHARES OR THE NEW CASTELNAU CONSIDERATION SHARES SHOULD BE MADE
EXCEPT ON THE BASIS OF INFORMATION IN THE OFFER DOCUMENT AND THE CASTELNAU
PROSPECTUS (AS SUPPLEMENTED BY THE SUPPLEMENTARY PROSPECTUS (AS DEFINED
BELOW)).

FOR IMMEDIATE RELEASE.

24 April 2023

 

MANDATORY 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)

Delisting and cancellation of trading of Dignity Shares

1             Introduction

This is an update regarding the recommended mandatory cash offer for Dignity
(the "Mandatory Offer") by Bidco pursuant to the terms of the offer document
published on 14 February 2023 (the "Offer Document") (as amended by the terms
of the Mandatory Offer announced by Bidco on 14 April 2023 (the "Mandatory
Offer Announcement")).

Terms used but not defined in this announcement have the same meaning given to
them in the Offer Document, as amended by the Mandatory Offer Announcement.
All references to times in this announcement are to London times, unless
otherwise stated. A copy of the Offer Document is available on Castelnau's
website at www.castelnaugroup.com (http://www.castelnaugroup.com) .

2             Level of acceptances

As at 4.00 p.m. on 21 April 2023, Bidco had, by virtue of its shareholdings
and acceptances of the Mandatory Offer, acquired or agreed to acquire
37,646,697 Dignity Shares, representing approximately 75.09% of the voting
rights exercisable at a general meeting of Dignity.

3             Delisting and cancellation of trading

As the Mandatory Offer is now unconditional and Bidco has, by virtue of its
shareholdings and acceptances of the Mandatory Offer, acquired, or agreed to
acquire, Dignity Shares representing more than 75% of the voting rights of
Dignity, Bidco will require Dignity to apply to the FCA and the London Stock
Exchange, respectively, to cancel the listing of Dignity Shares on the
Official List and the trading in Dignity Shares on the Main Market.

Under Listing Rule 5.2.11R, Dignity announces that the notice period for the
cancellation of listing and trading of the Dignity Shares has now commenced
and cancellation of listing and trading of the Dignity Shares is expected to
take effect no earlier than 8.00 a.m. on 25 May 2023.

The cancellation of the listing of Dignity Shares on the Official List and to
trading on the Main Market will substantially reduce the liquidity and
marketability of any Dignity Shares not assented to the Mandatory Offer.  Any
remaining Dignity Shareholders will become minority shareholders in a
majority-controlled company and may, therefore, be unable to sell their
Dignity Shares.  There can be no certainty that Dignity would pay any further
dividends or that such minority Dignity Shareholders will again be offered an
opportunity to sell their Dignity Shares on terms which are equivalent to or
no less advantageous than the Mandatory Offer.

4             Mandatory Offer remains open

Dignity Shareholders who have not yet accepted the Mandatory Offer and/or made
Alternative Offers Elections should note that:

·        the Cash Offer will remain open for acceptance until further
notice.  Bidco will give at least 14 days' notice by an announcement before
the Cash Offer is closed; and

·        as set out in the Offer Document, Bidco will close the
Alternative Offers on 3 May 2023 (the "Scale Back Date"). After 1.00 p.m. on
the Scale Back Date, Dignity Shareholders will no longer be able to make
Alternative Offers Elections and any Dignity Shareholders who purport to make
such Alternative Offers Elections will not receive any Valderrama D Shares or
New Castelnau Consideration Shares, as applicable, but will instead receive
the Cash Offer only. The closure of the Alternative Offers will be announced
by Bidco via a Regulatory Information Service.

5             Acceptance procedure

Bidco urges all Dignity Shareholders who have not yet accepted the Mandatory
Offer and/or made Alternative Offers Elections to do so as soon as possible in
accordance with the procedures set out in paragraph 13 of Part II of, and in
Part 4 and Part 5 of Appendix A to, the Offer Document.  By way of summary:

·        to accept the Mandatory Offer and make any Alternative Offers
Elections in respect of certificated Dignity Shares, Dignity Shareholders must
complete and return the Form of Acceptance, together with their share
certificate(s) and/or other document(s) of title, as soon as possible and so
as to be received by Link Group at Corporate Actions, 10th Floor, Central
Square, 29 Wellington Street, Leeds LS1 4DL; and

·        acceptances and Alternative Offers Elections in respect of
uncertificated Dignity Shares should be made electronically through CREST so
that the TTE instruction settles as soon as possible.

CREST sponsored members should refer to their CREST sponsor, as only the CREST
sponsor will be able to send the necessary TTE instruction(s) to Euroclear.

In addition, Eligible Dignity Shareholders who wish to make an election for
the Unlisted Share Alternative must, regardless of whether they hold their
Dignity Shares in certificated or uncertificated form, complete and return the
Valderrama KYC Form that accompanied the Offer Document.

6             Compulsory acquisition

If Bidco receives acceptances under the Mandatory Offer in respect of, or
otherwise acquires, 90% or more of the Dignity Shares to which the Mandatory
Offer relates, Bidco will exercise its rights pursuant to the provisions of
Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the
remaining Dignity Shares in respect of which the Mandatory Offer has not been
accepted.

7             Settlement

The timing for settlement of consideration to which any Dignity Shareholder is
entitled under the Mandatory Offer shall be as follows:

·        in the case of acceptances of the Cash Offer only which have
been received and are complete in all respects on or before the date of this
announcement, within 14 days of the date of this announcement;

·        in the case of further acceptances of the Cash Offer only,
within 14 days of the date of receipt of an acceptance which is complete in
all respects; and

·        in the case of Alternative Offers Elections (or a combination
of acceptances of the Cash Offer and Alternative Offers Elections), on the
fifth Business Day after the Scale Back Date.

Dignity Shareholders should refer to paragraph 15 of Part II of the Offer
Document for further details on how settlement of consideration under the
Mandatory Offer shall be effected.

8             General

The calculations in this announcement are based on 50,132,331 Dignity Shares
in issue as 4.00 p.m. on 21 April 2023.

 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

Macfarlanes LLP is acting as legal adviser to Bidco and the Consortium.
Slaughter and May is acting as legal adviser to Dignity.

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 terms of 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, 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 terms of 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 terms of 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 Supplemental
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 ("Morgan Stanley"), 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 it 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.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

 

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  OUPFLFEVSSIVFIV