Publication of Scheme Document
15/08/2023 12:40
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RNS Number : 3989J DWF Group PLC 15 August 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
FOR IMMEDIATE RELEASE
15 August 2023
RECOMMENDED CASH ACQUISITION
OF
DWF group PLC
BY
AQUILA BIDCO LIMITED
a newly incorporated wholly-owned subsidiary of funds advised by
INFLEXION PRIVATE EQUITY PARTNERS LLP
to be implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
On 21 July 2023, the boards of Aquila Bidco Limited ("Bidco"), a newly
incorporated wholly-owned subsidiary of funds advised by Inflexion Private
Equity Partners LLP ("Inflexion") and DWF Group plc ("DWF") announced that
they had reached agreement on the terms of a recommended cash offer by
Bidco to acquire the entire issued and to be issued ordinary share capital
of DWF (the "Acquisition") The Acquisition is being implemented by means of
a court sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme").
Publication of the Scheme Document
The board of DWF is pleased to announce that a circular in relation to the
Scheme (the "Scheme Document"), containing, among other things, a letter from
the Chairman of DWF, an explanatory statement pursuant to section 897 of the
Companies Act 2006, the full terms and conditions of the Scheme, an expected
timetable of principal events, notices of the Court Meeting and General
Meeting (together, the "Meetings") and details of the action to be taken by
DWF Shareholders, is being published today on DWF's website at
https://dwfgroup.com/en/investors/offer-for-dwf-group-plc
(https://dwfgroup.com/en/investors/offer-for-dwf-group-plc) and on Bidco's
website at www.dwfoffer.com (http://www.dwfoffer.com) .
Hard copies of the Scheme Document and/or a website notification of
availability are being sent to DWF Shareholders. Hard copies of Forms of Proxy
for the Court Meetings and General Meeting and Forms of Election, Forms of
Instruction and Forms of Direction are also being posted to DWF Shareholders.
Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document.
The contents of DWF's and Bidco's website are not incorporated into, and do
not form part of, this announcement.
Notices of the Court Meetings and the General Meeting and actions required
As detailed further in the Scheme Document, in order to become Effective, the
Scheme requires, among other things, the approval of a majority in number of
the Scheme Shareholders present and voting (and entitled to vote), whether in
person or by proxy, at each of the Employee Shareholder Court Meeting and the
Other Shareholder Court Meeting (or any adjournment or postponement of such
Court Meetings), representing not less than 75 per cent. in value of the
Scheme Shares held by those Scheme Shareholders who have voted at each of the
Employee Shareholder Court Meeting and the Other Shareholder Court Meeting,
respectively. In addition, the Resolution must be passed at the General
Meeting by DWF Shareholders representing not less than 75 per cent. of the
votes validly cast on such Resolution, whether in person or by proxy, at the
General Meeting. Following the Court Meetings and the General Meeting and the
satisfaction (or, where applicable, waiver) of the other Conditions (which
includes the Regulatory Conditions), the Scheme must also be sanctioned by the
Court.
Notices of the Court Meetings and the General Meeting, each of which will be
held at the offices of Stifel Nicolaus Europe Limited, 4th Floor, 150
Cheapside, London, United Kingdom, EC2V 6ET on 12 September 2023, are set out
in the Scheme Document. The Employee Shareholder Court Meeting is to be held
at 10.45 a.m. on that date, the Other Shareholder Court Meeting is to be held
at 11.00 a.m. (or as soon thereafter as the Employee Shareholder Court Meeting
has concluded or been adjourned) and the General Meeting is to be held at
11.15 a.m. on that date (or as soon thereafter as the Other Shareholder Court
Meeting has concluded or adjourned).
It is important that, for each of the Court Meetings, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of the opinion of Scheme Shareholders. Whether or not Scheme
Shareholders intend to attend and/or vote at the Court Meetings and the
General Meeting, they are strongly advised to sign and return their Forms of
Proxy as soon as possible. Scheme Shareholders are also strongly encouraged,
in respect of the Court Meetings and the General Meeting, to appoint "the
Chair of the meeting" as their proxy.
Recommendation
The DWF Directors, who have been so advised by Fenchurch and Stifel as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing their advice to the DWF Directors,
Fenchurch and Stifel have taken into account the commercial assessments of the
DWF Directors. Fenchurch and Stifel are providing independent financial advice
to the DWF Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the DWF Directors recommend unanimously that DWF Shareholders
vote in favour (or procure votes in favour) of the Scheme at the applicable
Court Meeting and vote in favour (or procure votes in favour) of the
Resolution at the General Meeting as the DWF Directors who hold DWF Shares as
at the date of this announcement have irrevocably undertaken to do (or procure
to be done) in respect of their own beneficial holdings, amounting to
9,655,772 DWF Shares in aggregate, representing approximately 5.3 per cent. of
Scheme Shares entitled to vote at the Employee Shareholder Court Meeting and
2.8 per cent. of the ordinary share capital of DWF as at the Latest
Practicable Date.
When taken together with the irrevocable undertakings that Bidco has received
from other DWF Shareholders, Bidco has received irrevocable undertakings in
respect of a total of 142,026,449 DWF Shares representing, in aggregate,
approximately 78.6 per cent. of Scheme Shares entitled to vote at the Employee
Shareholder Court Meeting and 41.5 per cent. of the ordinary share capital of
DWF as at the Latest Practicable Date.
The DWF Directors (other than the Independent Non-Executive Directors) have
each given irrevocable undertakings to accept the Partial Securities
Alternative in respect of their own DWF Shares. The DWF Directors (other than
the Independent Non-Executive Directors) have undertaken to elect to receive
the Partial Securities Alternative because it allows them both to realise some
cash on completion and to receive Loan Notes or Preference Shares which will
accrue a coupon. It also enables them to retain a continuing indirect
investment in the Wider DWF Group on terms which most closely resemble their
current direct investment, reflecting their ongoing commitment to DWF's
business.
However, the DWF Directors are not able to and do not give any advice to DWF
Shareholders as to whether they should elect to receive the Partial Securities
Alternative as its benefits will depend on each DWF Shareholder's individual
tax and financial situation. DWF Shareholders should consider whether
receiving a significant part of the consideration in Loan Notes or Preference
Shares is a suitable payment alternative in light of their own personal
circumstances, investment objectives and tax jurisdictions and are, therefore,
strongly recommended to seek their own independent financial, tax and legal
advice before deciding whether to elect to receive the Partial Securities
Alternative. DWF Shareholders should also ascertain whether acquiring or
holding Loan Notes or Preference Shares is affected by the laws of the
relevant jurisdiction in which they are resident.
When considering whether to elect to receive the Partial Securities
Alternative, the attention of DWF Shareholders, and in particular DWF
Shareholders who are also employees or partners of DWF, is drawn to paragraph
17 (Recommendation) of Part 1 (Letter from the Chairman of DWF) and to
paragraph 3 (Summary of the Partial Securities Alternative) of Part 2
(Explanatory Statement) and Part 4 (Summary of the Loan Notes and the
Preference Shares) of the Scheme Document
DWF Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme and/or whether to elect
for the Partial Securities Alternative.
Timetable
The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
announcement. Subject to obtaining the approval of the requisite majority of
Scheme Shareholders at each of the Court Meetings, the requisite majority of
DWF Shareholders at the General Meeting, the sanction of the Court and the
satisfaction or, where applicable, waiver of the Conditions (as set out in the
Scheme Document), the Scheme is expected to become Effective during Q4 2023.
If any of the key dates set out in the timetable change, notice of this change
will be made by the issuance of an announcement through a Regulatory
Information Service.
Additional Information
If you have not received all the relevant documents or have any questions
relating to this announcement, the Scheme Document, either of the Court
Meetings (including which Court Meeting you are permitted to attend) and/or
the General Meeting, the completion and return of the Forms of Proxy, Form of
Election, Forms of Instruction or Form of Direction, or the other forms
accompanying the Scheme Document, please contact the Shareholder Helpline, on
+44 (0)371 384 2946. The helpline is open between 8.30 a.m. and 5.30 p.m.
(London Time) Monday to Friday (except English and Welsh public holidays).
Calls are charged at the standard geographical rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. Please note that calls are recorded for security and
training purposes and the Shareholder Helpline operators cannot provide advice
on the merits of the Scheme or the Acquisition, nor give financial, tax,
investment or legal advice.
Enquiries:
Bidco and
Inflexion
+44 7767 481163
Sarah
Gestetner
Rothschild &
Co
+44 20 7280 5000
(Financial Adviser to Bidco and Inflexion)
Ravi Gupta
Martin Tomaszewski
Harry Thompson
DWF Group
plc
+44 7971 983533
James Igoe, Head of Communications and IR
Fenchurch
+44 20 7382 2222
(Joint Financial Adviser to DWF)
Kunal Gandhi
Philip Evans
Richard Locke
Ben Spalton
Stifel
+44 20 7710 7600
(Joint Financial Adviser to DWF)
Robin Mann
Gareth Hunt
Fred Walsh
H/Advisors Maitland
(Public Relations Adviser to
DWF)
DWF-maitland@h-advisors.global
Sam
Turvey
+44 7827 836246
Sam
Cartwright
+44 7827 254561
Travers Smith LLP is acting as legal adviser to Bidco and Inflexion.
Dorsey & Whitney (Europe) LLP is acting as legal adviser to DWF and
Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as equity
compensation legal adviser to DWF.
Disclaimers
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the FCA in the United Kingdom, is acting
exclusively as financial adviser to Bidco and Inflexion and for no one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than Bidco and Inflexion 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 subsidiaries,
branches or 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.
Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as joint financial adviser for DWF and no-one else in connection
with the Acquisition described in this announcement and accordingly will not
be responsible to anyone other than DWF for providing the protections afforded
to its clients nor for providing advice in relation to the matters described
in this announcement.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
by the FCA in the United Kingdom, is acting exclusively as joint financial
adviser, alongside Fenchurch, to DWF and for no one else in connection with
the matters referred to in this announcement and will not be responsible to
anyone other than DWF for providing the protections afforded to clients of
Stifel, nor for providing advice in relation to the Acquisition or any other
matters referred to in this announcement.
Further information
This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or inducement to sell or an
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of an offer to buy any
securities, any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any purchase, sale, issuance or
exchange of securities or such solicitation in any jurisdiction in which such
offer, solicitation, sale issuance or exchange is unlawful. The Acquisition
will be made solely by means of the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any vote or other decision in
respect of, or other response to, the Acquisition should be made only on the
basis of the information in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document).
This announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law, the Listing Rules and the Takeover Code and 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 England. Nothing in this announcement should be relied on for any
other purpose.
This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.
Overseas jurisdictions
This announcement has been prepared in accordance with and for the purpose of
complying with the laws of England and Wales, the Takeover Code, the Listing
Rules, and the Market Abuse Regulation (EU 596/2014) (which is part of UK law
by virtue of the European Union (Withdrawal) Act 2018) and the Disclosure
Guidance and Transparency Rules and 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 England and Wales.
The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by the
laws of those jurisdictions and therefore any persons into whose possession
this announcement comes should inform themselves of, and observe, such
restrictions. In particular, the ability of persons who are not resident in
the United Kingdom to vote their DWF Shares with respect to the Scheme and the
Court Meetings, or to execute and deliver forms of proxy appointing another to
vote at the applicable Court Meeting on their behalf may be affected by the
laws of the relevant jurisdiction in which they are located. Further details
in relation to the Overseas Shareholders are contained in the Scheme
Document. Any failure to comply with any such 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.
Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition shall not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such means from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.
The availability of the Acquisition to DWF Shareholders who are not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in
the United Kingdom should inform themselves of, and observe, any applicable
requirements. 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.
The Acquisition shall be subject to English law and the jurisdiction of the
Court and to the applicable requirements of the Takeover Code, the Panel, the
London Stock Exchange, the FCA, the Listing Rules and the Registrar of
Companies.
Additional information for US investors in DWF
DWF Shareholders in the United States should note that the Acquisition relates
to the shares of an English company with a listing on the Main Market and is
proposed to be effected by means of a scheme of arrangement under English
law. This announcement, the Scheme Document and certain other documents
relating to the Acquisition have been or will be prepared in accordance with
English law, the Takeover Code and UK disclosure requirements, format and
style, all of which differ from those in the United States. A transaction
effected by means of a scheme of arrangement is not subject to the tender
offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements of and
practices applicable in the United Kingdom to schemes of arrangement, which
differ from the disclosure requirements of the United States tender offer and
proxy solicitation rules. If, in the future, Bidco exercises the right to
implement the Acquisition by way of a Takeover Offer and determines to extend
the offer into the United States, the Acquisition will be made in compliance
with applicable United States laws and regulations, including any applicable
exemptions under the US Exchange Act.
The Loan Notes, the Preference Shares, the Bidco Rollover Loan Notes, the
Holdco Rollover Loan Notes and the Bidco Rollover Preference Shares have not
been, and will not be, registered under the US Securities Act or with any
securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, exercised, resold, transferred or
delivered, directly or indirectly, in or into the United States except
pursuant to an exemption from the registration requirements of the US
Securities Act. There will be no public offer of Loan Notes or Preference
Shares in the United States. Accordingly, the Partial Securities Alternative
is not being offered, and will not be offered, directly or indirectly in or
into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of or of any facilities of a national
securities exchange of, the United States. This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the internet
and other forms of electronic communication. The Partial Securities
Alternative may not be applied to by any such use, means, instrumentality or
facility from or within the United States or by persons located or resident in
the United States. Accordingly, materials allowing for the Partial Securities
Alternative are not being, and must not be, directly or indirectly mailed or
otherwise published, transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the United States
or to any US persons or any persons located or resident in the United States.
Any purported applicability of the Partial Securities Alternative resulting
directly or indirectly from a violation of these restrictions will be invalid
and any purported applicability of the Partial Securities Alternative made by
a person located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will not be
accepted.
Each person electing to receive the Partial Securities Alternative will
represent that it is not a US person, it is not located in the United States
and it is not participating in the Acquisition from the United States or
acting on a non-discretionary basis for a principal that is not a US person,
it is located outside the United States and that it is not giving an order to
participate in the Partial Securities Alternative from the United States. For
the purposes of this and the above paragraph, "United States" means United
States of America, its territories and possessions (including Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands), any state of the United States of America and the District
of Columbia.
DWF's financial statements, and all financial information that is included in
this announcement, the Scheme Document or any other documents relating to the
Acquisition, have been or will be prepared in accordance with UK-adopted
international accounting standards and may not be comparable to financial
statements of companies in the United States or other companies whose
financial statements are prepared in accordance with US generally accepted
accounting principles.
The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its DWF Shares pursuant to the Scheme 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 DWF Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of the
Acquisition applicable to them.
It may be difficult for US holders to enforce their rights and claims arising
out of the US federal securities laws, since Bidco and DWF 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 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.
In accordance with normal UK practice and consistent with Rule 14e-5(b) of the
US Exchange Act, (to the extent applicable) Bidco, certain affiliated
companies and their nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in DWF outside of the US,
other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. If such purchases or arrangements to purchase were to be made
they would occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law, including
the US Exchange Act. Any information about such purchases or arrangements to
purchase will be disclosed as required in the United Kingdom, will be reported
to a Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) .
Neither the United States Securities and Exchange Commission nor any US state
securities commission has approved or disapproved the Acquisition, passed upon
the merits or fairness of the Acquisition or passed any opinion upon the
accuracy, adequacy or completeness of this announcement (nor will it do so in
respect of the Scheme Document). Any representation to the contrary is a
criminal offence in the United States.
Forward looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco, Inflexion, DWF, any member of the Wider Bidco
Group or any member of the Wider DWF Group may contain statements which are,
or may be deemed to be, "forward looking statements". Forward looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections 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.
The forward looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Bidco,
Inflexion, DWF, any member of the Wider Bidco Group or any member of the Wider
DWF Group (including their future prospects, developments and strategies), the
expected timing and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward looking statements can be
identified by the use of forward looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "intends", "cost-saving", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Forward looking
statements may include statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion
and growth of Bidco's, Inflexion's, DWF's, any member of the Wider Bidco
Group's or any member of the Wider DWF Group's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on Bidco's, Inflexion's,
DWF's, any member of the Wider Bidco Group's or any member of the Wider DWF
Group's business.
Although Bidco and DWF believe that the expectations reflected in such forward
looking statements are reasonable, Bidco, Inflexion, DWF, these forward
looking statements are not guarantees of future performance and the Wider
Bidco Group and the Wider DWF Group can give no assurance that such
expectations will prove to be correct. 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. There are a number of
factors that could cause actual results and developments to differ materially
from those expressed or implied by such forward looking statements.
These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions; changes in the global
political, economic, business and competitive environments and in market and
regulatory forces; changes in future exchange and interest rates; changes in
tax rates; future business combinations or disposals; changes in general
economic and business conditions; changes in the behaviour of other market
participants; the anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market conditions in
the countries in which Bidco, Inflexion, DWF, the Wider Bidco Group and/or the
Wider DWF Group operate; weak, volatile or illiquid capital and/or credit
markets; changes in the degree of competition in the geographic and business
areas in which Bidco, Inflexion, DWF, the Wider Bidco Group and/or the Wider
DWF Group operate; and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause actual
results to differ materially from those expected, estimated or projected in
the forward looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those expected, estimated
or projected. Such forward looking statements should therefore be construed in
the light of such factors.
Neither Bidco, Inflexion, DWF, the Wider Bidco Group nor the Wider DWF Group,
nor any of their respective associates or directors, officers or advisers,
provide any representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward looking statements in this
announcement will actually occur. Given these risks and uncertainties,
potential investors are cautioned not to place any reliance on these forward
looking statements.
Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated.
Other than in accordance with their legal or regulatory obligations, neither
Bidco, Inflexion, DWF, the Wider Bidco Group nor the Wider DWF Group is under
any obligation, and each such person expressly disclaims any intention or
obligation to update or revise any forward looking statements, whether as a
result of new information, future events or otherwise.
No profit forecasts, estimates or qualified benefits statements
No statement in this announcement, or incorporated by reference in this
announcement, is intended as a profit forecast, profit estimate or quantified
benefits statement for any period and no statement in this announcement should
be interpreted to mean that earnings or earnings per share for DWF for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for DWF.
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.
Publication on website
A copy of this announcement and the documents required to be published
pursuant to Rule 26.1 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on DWF's website at
https://dwfgroup.com/en/investors/offer-for-dwf-group-plc and Bidco's website
at www.dwfoffer.com by no later than 12.00 p.m. on the Business Day following
this announcement. For the avoidance of doubt, neither the content of DWF's
website and Bidco's website is incorporated into, or forms part of, this
announcement.
Information relating to DWF Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by DWF Shareholders, persons with information rights and other
relevant persons for the receipt of communications from DWF may be provided to
Bidco and Inflexion during the Offer Period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents, announcements and
information relating to the Acquisition is entitled to receive such documents
in hard copy form free of charge. 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. A person may request
that all future documents, announcements and information in relation to the
Acquisition are sent to them in hard copy form.
In accordance with Rule 30.3 of the Takeover Code, DWF Shareholders, persons
with information rights and participants in DWF Share Plans may request a hard
copy of this announcement by contacting DWF's registrars, Equiniti Limited, on
+44 (0)371 384 2050 or by submitting a request in writing at Equiniti Limited,
Aspect House, Spencer Road, Lancing West Sussex BN99 6DA. Lines are open from
8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except English and
Welsh public holidays). Calls are charged at the standard geographical rate
and will vary by provider. Calls from outside the United Kingdom will be
charged at the applicable international rate.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. 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. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. (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 Takeover Code, any person who is, or becomes,
interested in 1 per cent. 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. (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, 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.
General
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 or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.
Appendix
Expected Timetable of Principal Events
All times and dates are indicative only, are based on current expectations,
are subject to change (including as a result of changes to the regulatory
timetable) and will depend, among other things, on the dates upon which (i)
the Conditions are either satisfied or, if capable of waiver, waived; (ii) the
Court sanctions the Scheme; and (iii) the Court Order sanctioning the Scheme
is delivered to the Registrar of Companies. If any of the times and/or dates
below change DWF will give notice of the revised times and/or dates by issuing
an announcement through a Regulatory Information Service and, if required by
the Panel, will post notice of the change(s) to DWF Shareholders and persons
with information rights. Copies of any such announcements will be made
available on DWF's website at
https://dwfgroup.com/en/investors/offer-for-dwf-group-plc
(https://dwfgroup.com/en/investors/offer-for-dwf-group-plc) .
Event Time/date
Publication of the Scheme Document 15 August 2023
Publication by DWF of its final results for the year ended 30 April 2023 on or around 25 August 2023
Latest time for the:
Nominee Service Forms of Direction for use in connection with the Court 10.45 a.m. on 7 September 2023
Meetings (RED Form of Direction)
Nominee Service Forms of Direction for use in connection with the General 11.15 a.m. on 7 September 2023
Meeting (GREY Form of Direction)
Latest time for lodging Forms of Proxy for the:
Employee Shareholder Court Meeting (PINK Form of Proxy) 10.45 a.m. on 8 September 2023((1), (11))
Other Shareholder Court Meeting (PINK Form of Proxy) 11.00 a.m. on 8 September 2023((2) , (11))
General Meeting (WHITE Form of Proxy) 11.15 a.m. on 8 September 2023((3) , (11))
Voting Record Time 6.30 p.m. on 8 September 2023((4))
Employee Shareholder Court Meeting 10.45 a.m. on 12 September 2023
Other Shareholder Court Meeting 11.00 a.m. on 12 September 2023((5))
General Meeting 11.15 a.m. on 12 September 2023((6))
The following dates are subject to change (please see Note (7) below):
Expected date of conditional declaration of the Special Dividend D-2 Business Days
Latest time for lodging the ORANGE Form of Instruction from Nominee Service 1.00 p.m. on D-1 Business Day
Participants and, if necessary, the Beneficial Holder Powers of Attorney, in
respect of the Partial Securities Alternative
Sanction Hearing to sanction the Scheme A date expected to fall during Q4 2023 ("D")((8))
Latest time for lodging the GREEN Form of Election or the TTE Instructions in 1.00 p.m. on D+1 Business Day
respect of the Partial Securities Alternative
Last day of dealings in, and for registration of transfers of, and disablement D+1 Business Day
in CREST of, DWF Shares
Scheme Record Time 6.00 p.m. on D+1 Business Day
Expected record date for the Special Dividend D+1 Business Day
Dealings in DWF shares suspended 7.30 a.m. on D+2 Business Days
Effective Date D+2 Business Days((9))
Cancellation of listing and admission to trading of DWF Shares 7.30 a.m. on D+3 Business Days
Despatch of cheques in respect of cash consideration and for settlement of within 14 days of the Effective Date
cash consideration through CREST, electronic payment or other form of payment
as may be approved by DWF and payment of the Special Dividend
Issue of Loan Notes or Preference Shares for Scheme Shareholders who have within 14 days of the Effective Date
elected for the Partial Securities Alternative
Expected date for the crediting to mandated bank accounts or cheques issued in No later than 21 days after the Effective Date ("NS")
respect of, any cash consideration due to Nominee Service Participants
Issue of Nominee Service Statements Within 14 days of NS
Long Stop Date 11.59 p.m. on 21 July 2024((10))
The Court Meetings and the General Meeting will each be held at the offices of
Stifel Nicolaus Europe Limited, 4th Floor, 150 Cheapside, London EC2V 6ET.
(1) It is requested that PINK Forms of Proxy for the Court
Meetings that are completed by the Employee Shareholders be lodged before
10.45 a.m. on 8 September 2023 or, if the Employee Shareholder Court Meeting
is postponed or adjourned, not later than 48 hours (excluding any part of a
day that is not a Business Day) before the time appointed for the holding of
the postponed or adjourned meeting. PINK Forms of Proxy not so lodged may be
alternatively, e-mailed to proxyvotes@equiniti.com or handed to the Chair any
time prior to the commencement of the Employee Shareholder Court Meeting (or
any postponement or adjournment of it) and it will be valid.
(2) It is requested that PINK Forms of Proxy for the Court
Meetings that are completed by the Other Shareholders be lodged before 11.00
a.m. on 8 September 2023 or, if the Other Shareholder Court Meeting is
postponed or adjourned, not later than 48 hours (excluding any part of a day
that is not a Business Day) before the time appointed for the holding of the
postponed or adjourned meeting. PINK Forms of Proxy not so lodged may be
alternatively, e-mailed to proxyvotes@equiniti.com or handed to the Chair any
time prior to the commencement of the Other Shareholder Court Meeting (or any
postponement or adjournment of it) and it will be valid.
(3) WHITE Forms of Proxy for the General Meeting must be
lodged before 11.15 a.m. on 8 September 2023 in order for them to be valid
or, if the General Meeting is postponed or adjourned, not later than 48 hours
(excluding any part of a day that is not a Business Day) before the time
appointed for the holding of the postponed or adjourned meeting. The WHITE
Form of Proxy cannot be handed to the Chair of the General Meeting or emailed
and if the WHITE Form of Proxy is not returned by such time, it will be
invalid.
(4) If any of the DWF Shareholder Meetings are postponed or
adjourned, the Voting Record Time will be 6.30 p.m. on the date which is 48
hours (excluding any part of a day that is not a Business Day) before the time
fixed for any such postponed or adjourned meeting.
(5) Or as soon thereafter as the Employee Shareholder Court
Meeting has been concluded or adjourned.
(6) Or as soon thereafter as the Other Shareholder Court
Meeting has been concluded or adjourned.
(7) The dates and times given are indicative only and are
based on current expectations and are subject to change (including as a result
of changes to the regulatory timetable). If any of the times and/or dates
above change, the revised times and/or dates will be notified to DWF
Shareholders by announcement through a Regulatory Information Service.
(8) Subject to the satisfaction or (if applicable) waiver of
Conditions, 2a), 2b) and 3 to 11 (inclusive) of Part A of Part 3 (Conditions
to and Further Terms of the Acquisition) of the Scheme Document.
(9) Following sanction of the Scheme by the Court, the
Scheme will become Effective in accordance with its terms upon a copy of the
Court Order being delivered to the Registrar of Companies. This is presently
expected to occur within two Business Days of receipt of the Court Order,
subject to satisfaction or (where capable of waiver), waiver of the
Conditions. DWF expects that subject to the satisfaction (or, where
applicable, waiver) of the Conditions in Part 3 (Conditions and Further Terms
of the Acquisition) of the Scheme Document, the Scheme will become Effective
during Q4 2023.
(10) This date may be extended to such date as DWF and Bidco may
(with the consent of the Panel and, if required, the consent of the Court)
agree.
(11) Please note that Scheme Shareholders who hold their DWF
Shares in uncertificated form through CREST will NOT be able to appoint
proxies for the Court Meetings or the General Meeting through the CREST
electronic proxy appointment service and should instead follow the
instructions contained in the applicable Forms of Proxy.
All references in this announcement to times are to times in London (unless
otherwise stated).
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