REG - Valderrama Ltd Dignity PLC - Offer Update

DignityAnnouncement

01/02/2023 15:15

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RNS Number : 6336O  Valderrama Ltd  01 February 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, WHICH WILL BE
PUBLISHED IN DUE COURSE, AND THE CASTELNAU PROSPECTUS.

 

 

FOR IMMEDIATE RELEASE

 

1 February 2023

 

yellow (spc) bidco limited ("BIDCO")

 

OFFER UPDATE

 

 

On 23 January 2023, the boards of directors of Dignity plc ("Dignity") and
Bidco, a newly formed company indirectly owned or controlled by a consortium
comprised of joint offerors SPWOne V Limited, Castelnau Group Limited
("Castelnau") and Phoenix Asset Management Partners Limited ("PAMP" and,
together with SPWOne V Limited and Castelnau, the "Consortium"), 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 (the "Acquisition") (the "Announcement").

Bidco is pleased to announce that the Castelnau Prospectus, prepared in
connection with the Castelnau Placing and issuance of the New Castelnau
Consideration Shares, has been approved by the FCA and has been published.
As such, Condition 3 (Castelnau Prospectus) set out in Part 1 of Appendix A to
the Announcement has now been satisfied.

Full details of the Acquisition will be set out in the offer document to be
sent to (among others) Dignity Shareholders (the "Offer Document"). The Offer
Document will also contain the expected timetable of principal events in
accordance with which the Acquisition is intended to be implemented. It is
expected that the Offer Document will be published as soon as reasonably
practicable and in any event within 28 days of the date of the Announcement
(unless agreed otherwise with the Panel).

In addition, the Castelnau/Phoenix Loan Agreements, as referred to in
paragraph 10 of the Announcement, were amended and restated by the parties
thereto on 1 February 2023.

The Castelnau Prospectus and the amended and restated Castelnau/Phoenix Loan
Agreements will be published, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Castelnau's website
www.castelnaugroup.com (http://www.castelnaugroup.com) by no later than 12
noon (London time) on the Business Day following the date of this
announcement.  For the avoidance of doubt, the contents of the website
referred to in this announcement are not incorporated into and do not form
part of this announcement.

Capitalised terms used but not defined in this announcement have the meaning
given to them in the Announcement.

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

 

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 Offer will be made
solely by means of the Offer Document and the Form of Acceptance, which will,
together, contain the full terms and conditions of the Offer, including
details of how it may be accepted.

 

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. 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.

 

Disclosure requirements of the Takeover Code

 

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 (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.

 

Financial advisers

 

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.

 

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.

 

Website

 

A copy of this announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be made available, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on Castelnau's website at www.castelnaugroup.com
(http://www.castelnaugroup.com)  by no later than 12 noon (London time) 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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