REG - Valderrama Ltd Dignity PLC - Offer Update

DignityAnnouncement

06/04/2023 11:45

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RNS Number : 6573V  Valderrama Ltd  06 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

 

6 April 2023

 

RECOMMENDED 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)

Satisfaction of FCA Change in Control Condition and Offer timetable resumption

On 14 February 2023, Bidco announced that the offer document (the "Offer
Document") relating to its recommended cash offer for the entire issued and to
be issued share capital of Dignity, other than the Dignity Shares already
owned or controlled by Castelnau and PAMP, had been posted to Dignity
Shareholders.

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.

As set out in the Offer Document, the Offer is conditional upon, among other
things, satisfaction of the FCA Change in Control Condition.

On 23 March 2023 (being, in relation to the Offer, the second day prior to Day
39 (the "Suspension Deadline")), the timetable for the Offer was suspended
pursuant to Rule 31.4 of the Takeover Code, as a result of the FCA Change in
Control Condition not having been satisfied or waived by the Suspension
Deadline.

Bidco and Dignity are pleased to confirm that the FCA Change in Control
Condition was satisfied on 5 April 2023.

Resumption of Offer timetable

Bidco hereby confirms:

 ●    that the timetable for the Offer shall resume with effect from today's date
      and that today's date constitutes the 28(th) day prior to Day 60; and
 ●    in accordance with Rule 31.4(d) of the Takeover Code, that the new Day 60
      (referred to as the "Unconditional Date" in the Offer Document) is 4 May 2023.

The Offer remains subject to a number of other conditions, set out in the
Offer Document, in particular the Acceptance Condition. Further announcements
will be made as required.

Action to be taken

Dignity Shareholders who have not yet accepted the Offer and/or made
Alternative Offers Elections are urged 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 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, in any event, so as to be
      received by Link Group at Corporate Actions, 10th Floor, Central Square, 29
      Wellington Street, Leeds LS1 4DL by no later than 1.00 p.m. on the
      Unconditional Date; 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 and, in any event, no later than 1.00
      p.m. on the Unconditional Date.

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.

Dignity Shareholders are reminded that, as set out in the Offer Document,
Bidco intends to close the Alternative Offers on the date falling 14 days
after the date on which the Offer has become or been declared unconditional
(referred to in the Offer Document as the "Scale Back Date").  Any closure of
the Alternative Offers will be announced by Bidco via a Regulatory Information
Service. If Bidco chooses to leave the Offer open for acceptance following the
Scale Back Date, Dignity Shareholders will no longer be able to make
Alternative Offers Elections and any Dignity Shareholders who purport to make
Alternative Offers Elections after the Alternative Offers have been closed
will not receive any Valderrama D Shares or New Castelnau Consideration
Shares, as applicable, but will instead receive the Cash Offer only.

Full details on how to accept the Offer are set out in the Offer Document and
(if applicable) the Form of Acceptance. The Offer Document is available,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Castelnau's website at www.castelnaugroup.com
(http://www.castelnaugroup.com) and on Dignity's website at
www.dignityplc.co.uk.

If you have any questions relating to this announcement, or the completion and
return of the Form of Acceptance or the Valderrama KYC Form, please telephone
Link Group on +44 (0)371 664 0321. Calls from within the United Kingdom are
charged at the standard geographic rate and will vary by provider. Calls from
outside the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday
(excluding public holidays in England and Wales).  Please note that Link
Group cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.

 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 Offer is being made
solely by means of the Offer Document (as amended by the terms of this
announcement) and the Form of Acceptance, which, together, contain the full
terms and conditions of the 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 this 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 Offer
and the New Castelnau Consideration Shares.  Any decision by Dignity
Shareholders in respect of the Offer should be made only on the basis of the
information contained in the Offer Document (as amended by the terms of this
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 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 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 Offer is being made in the United States pursuant to the applicable US
tender offer rules and otherwise in accordance with the requirements of the
Takeover Code. Accordingly, the 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.

The receipt of cash pursuant to the 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 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 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.

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.

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, the Acquisition or otherwise.

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.

Right to request hard copies

Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a
copy of this announcement in hard copy form by contacting Dignity's registrar,
Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex, BN99
6DA, or by telephoning +44 (0) 371 384 2674. Calls outside the UK will be
charged at the applicable international rate. A person may also request that
all future documents, announcements and information to be sent to that person
in relation to the Offer should be in hard copy form. For persons who receive
a copy of this announcement in electronic form or via a website notification,
a hard copy of this announcement will not be sent unless so requested.

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.

 

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