REG - Valderrama Ltd Dignity PLC - RIS announcement re: closure of Alternative Offers

DignityAnnouncement

04/05/2023 07:00

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RNS Number : 3415Y  Valderrama Ltd  04 May 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.

4 May 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)

Level of acceptances, closure of Alternative Offers and compulsory acquisition
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 1.00 p.m. on 3 May 2023, Bidco had received valid acceptances under the
Mandatory Offer in respect of, or had otherwise acquired, a total of
48,726,984  Dignity Shares, representing approximately 96.95% of Dignity's
issued share capital.

3             Alternative Offers closed for further acceptances

Bidco hereby announces that, as set out in the Offer Document, the Alternative
Offers were closed for further acceptances with effect from 1.00 p.m. on 3 May
2023. Accordingly, Dignity Shareholders are now 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 (save as described in paragraph 4 below).

As at 1.00 p.m. on 3 May 2023, Alternative Offers Elections had been received
in respect of 3,962,710 Dignity Shares, representing approximately 7.88% of
Dignity's issued share capital and approximately 21.84% of the Alternative
Offers Maximum.

As the total number of Dignity Shares in respect of which Alternative Offers
Elections had been received by 1.00 p.m. on 3 May 2023 did not exceed the
Alternative Offers Maximum, no such elections will be scaled back. Eligible
Dignity Shareholders who made valid Alternative Offers Elections will,
therefore, receive the full number of Valderrama D Shares and/or New Castelnau
Consideration Shares, as applicable, to which they are entitled under the
terms of the Mandatory Offer.

4             Compulsory acquisition

As at 1.00 p.m. on 3 May 2023, Bidco had received acceptances under the
Mandatory Offer in respect of, or otherwise acquired, 33,850,825 Dignity
Shares, representing approximately 95.67% of the Dignity Shares to which the
Mandatory Offer relates and of the voting rights carried by those Dignity
Shares.

As a result, Bidco will in due course exercise its rights in accordance with
sections 974 to 991 of the Companies Act to acquire compulsorily the remaining
Dignity Shares in respect of which the Mandatory Offer has not been accepted,
as contemplated by the Offer Document.

Bidco will despatch formal compulsory acquisition notices under sections 979
and 980 of the Companies Act (the "Compulsory Acquisition Notices") to Dignity
Shareholders who have not yet accepted the Mandatory Offer.  The Compulsory
Acquisition Notices will set out Bidco's intention to apply the provisions of
section 979 of the Companies Act to acquire compulsorily any remaining Dignity
Shares in respect of which the Mandatory Offer has not been accepted on the
same terms as the Mandatory Offer (including, in respect of Eligible Dignity
Shareholders, the ability to make Alternative Offers Elections as an
alternative to the Cash Offer, as set out in paragraph 8.8 of Part 3 of
Appendix A to the Offer Document).

On the expiry of six weeks from the date of the Compulsory Acquisition
Notices, the Dignity Shares held by those Dignity Shareholders who have not
accepted the Mandatory Offer will be acquired compulsorily by Bidco on the
same terms as the Mandatory Offer.  The consideration to which those Dignity
Shareholders will be entitled will be held by Dignity as trustee on behalf of
those Dignity Shareholders who have not accepted the Mandatory Offer.

5             Mandatory Offer remains open

Dignity Shareholders who have not yet accepted the Mandatory Offer 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.

Settlement of consideration to which any accepting Dignity Shareholder is
entitled under the Mandatory Offer will be effected by the issue of cheques or
CREST payments within 14 days of receipt of a valid acceptance of the
Mandatory Offer, whereas Dignity Shareholders who have not yet accepted the
Mandatory Offer (and who do not accept the Mandatory Offer by the time it
closes) will not receive their consideration until the completion of the
compulsory acquisition process, which is expected to take a minimum of six
weeks.

6             Acceptance procedure

Bidco urges all Dignity Shareholders who have not yet accepted the Cash Offer
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 Cash Offer 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 of the Cash Offer 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.

7             Settlement

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

8             General

The calculations in this announcement are based on 50,256,376 Dignity Shares
in issue as at 1.00 p.m. on 3 May 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 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 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, 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.

 

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