REG - DWF Group PLC - Results of Meetings and Expected Timetable

DWFAnnouncement

12/09/2023 15:15

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RNS Number : 2040M  DWF Group PLC  12 September 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

12 September 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

RESULTS OF COURT MEETINGS AND GENERAL MEETING AND EXPECTED TIMETABLE OF
PRINCIPAL EVENTS

Introduction

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"). A circular in relation to the Scheme was published by
DWF on 15 August 2023 ("Scheme Document").

The board of DWF is pleased to announce that the Employee Shareholder Court
Meeting and the Other Shareholder Court Meeting to consider the Scheme and the
General Meeting to consider the Resolution were each held today and all
resolutions were approved by the requisite majorities, as set out in further
detail below.

At each of the Court Meetings, a majority in number of the Scheme Shareholders
who voted and were entitled to vote (either in person or by proxy) at each
applicable Court Meeting, representing not less than 75 per cent. in value of
the Scheme Shares voted by those Scheme Shareholders at each Court Meeting,
voted in favour of the resolution to approve the Scheme.

At the General Meeting, the requisite majority of DWF Shareholders voted to
pass the Resolution at the General Meeting to, among other things, authorise
the DWF Directors to take all such action as they may consider necessary or
appropriate for implementation of the Scheme and amend DWF's articles of
association in connection with the Scheme.

Capitalised terms in this announcement, unless otherwise defined, have the
same meaning as set out in the Scheme Document and all references to times in
this announcement are to London time unless otherwise stated.

Details of the resolutions passed are set out in the notices of the Employee
Shareholder Court Meeting, Other Shareholder Court Meeting and General Meeting
at Part 12 (Notice of Employee Shareholder Court Meeting), Part 13 (Notice of
Other Shareholder Court Meeting) and Part 14 (Notice of General Meeting) of
the Scheme Document, respectively, which is 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) and on Bidco's
website at www.dwfoffer.com (http://www.dwfoffer.com) .

The total number of DWF Shares in issue at the Voting Record Time was
341,979,578, with a nominal value of 1 penny each, of which no DWF Shares were
held by DWF in treasury.

Based on the information available to DWF's share registrar, Equiniti, as at
the Voting Record Time:

·    the number of issued ordinary shares that are attributable to the
Employee Shareholder share class is 180,789,286 DWF Shares; and

·    the number of issued ordinary shares that are attributable to the
Other Shareholder share class is 161,190,292  DWF Shares.

The detailed voting results in relation to the Employee Shareholder Court
Meeting, the Other Shareholder Court Meeting and the General Meeting are
summarised below and this announcement will be posted 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) .

Voting results of the Employee Shareholder Court Meeting

At the Employee Shareholder Court Meeting held on 12 September 2023, a
majority in number of Employee Shareholders who voted (either in person or by
proxy), representing 100.00 per cent. by value of those Scheme Shares voted,
voted in favour of the resolution to approve the Scheme. The resolution
proposed at the Employee Shareholder Court Meeting was passed on a poll vote
and each Scheme Shareholder was entitled to one vote per Scheme Share held at
the Voting Record Time. Details of the votes cast are as follows:

 Results of the                       Number of                                    % of                                              Number of        % of             Number of

 Employee Shareholder Court Meeting   Scheme                                       Scheme                                            Employee         Employee         Scheme

                                      Shares held by Employee Shareholders voted   Shares held by Employee Shareholders voted((2))   Shareholders     Shareholders     Shares voted

                                                                                                                                     who voted((1))   who voted((2))   as a % of the

                                                                                                                                                                       Scheme Shares held by Employee Shareholders eligible to be voted at the
                                                                                                                                                                       Employee Shareholder Court Meeting((2))
 For                                  159,786,309                                  100.00                                            161              100.00           88.38
 Against                              0                                            0                                                 0                0                0.00
 Total                                159,786,309                                  100.00                                            161              100.00           88.38

(1)      Where a Scheme Shareholder has cast some of their votes "for"
and some of their votes "against" the resolution, such Scheme Shareholder has
been counted as having voted both "for" and "against" the resolution for the
purposes of determining the number and percentage of Scheme Shareholders who
voted as set out in this column.

(2)      Rounded to two decimal places.

Voting results of the Other Shareholder Court Meeting

At the Other Shareholder Court Meeting held on 12 September 2023, a majority
in number of Other Shareholders who voted (either in person or by proxy),
representing 80.55 per cent. by value of those Scheme Shares voted, voted in
favour of the resolution to approve the Scheme. The resolution proposed at the
Other Shareholder Court Meeting was passed on a poll vote and each Scheme
Shareholder was entitled to one vote per Scheme Share held at the Voting
Record Time. Details of the votes cast are as follows:

 Results of the                    Number of                                 % of                                           Number of        % of             Number of

 Other Shareholder Court Meeting   Scheme                                    Scheme                                         Other            Other            Scheme

                                   Shares held by Other Shareholders voted   Shares held by Other Shareholders voted((2))   Shareholders     Shareholders     Shares voted

                                                                                                                            who voted((1))   who voted((2))   as a % of the

                                                                                                                                                              Scheme Shares held by Other Shareholders eligible to be voted at the Other
                                                                                                                                                              Shareholder Court Meeting((2))
 For                               72,172,505                                80.55                                          106              89.83            44.77
 Against                           17,429,878                                19.45                                          12               10.17            10.81
 Total                             89,602,383                                100.00                                         118              100.00           55.59

(1)      Where a Scheme Shareholder has cast some of their votes "for"
and some of their votes "against" the resolution, such Scheme Shareholder has
been counted as having voted both "for" and "against" the resolution for the
purposes of determining the number and percentage of Scheme Shareholders who
voted as set out in this column.

(2)      Rounded to two decimal places.

Voting results of the General Meeting

At the General Meeting held on 12 September 2023, the special resolution to,
among other things, authorise the DWF Directors to take all such action as
they may consider necessary or appropriate for implementation of the Scheme,
and also approving the adoption of amended articles of association for DWF,
was duly passed on a poll vote. Each DWF Shareholder was entitled to one vote
per DWF Share held at the Voting Record Time. The results are detailed as
follows:

 Results of the General  Number of DWF Shares  % of DWF Shares voted((3))

 Meeting                 voted
 For((1))                231,450,251           93.00
 Against                 17,425,585            7.00
 Total                   248,875,836           100.00
 Withheld((2))           27,448

(1)      Includes discretionary votes.

(2)      A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'For' or 'Against' the special
resolution.

(3)      Rounded to two decimal places.

Please note that certain of the percentages set out in the tables above have
been rounded. As a result of such rounding, the totals of percentages
presented in these totals may vary slightly from the actual arithmetical
totals of such percentages

Acquisition Conditions

The outcome of the Court Meetings and the General Meeting means that
Conditions 2(a) and (b) as set out in Part 3 (Conditions to and Further Terms
of the Acquisition) of the Scheme Document have been satisfied.

The Acquisition remains subject to the Court sanctioning the Scheme at the
Sanction Hearing, the delivery of a copy of the Court Order to the Registrar
of Companies and the satisfaction or (where capable of being waived) waiver of
the other Conditions to the Acquisition as set out in Part 3 (Conditions to
and Further Terms of the Acquisition) of the Scheme Document.  In particular,
the Acquisition remains subject to the remaining regulatory clearances set out
in paragraph 3 of Part A of Part 3 (Conditions to and Further Terms of the
Acquisition) of the Scheme Document (the "Regulatory Conditions").  Bidco
currently expects that all Regulatory Conditions will be satisfied by 25
September 2023.

Subject to the satisfaction of the Regulatory Conditions outlined above, it is
the current intention of the Company to seek the Court's sanction of the
Scheme on 29 September 2023, at a hearing to be held in The Royal Courts of
Justice.  If all Regulatory Conditions have not been satisfied or (where
capable of waiver) waived, before 29 September 2023, the expected timetable of
principal events as set out below is likely to change and DWF will make a
further announcement regarding the expected timetable for the implementation
of the Scheme.

Before such time, if any of the Regulatory Conditions is satisfied, or the
relevant Regulatory Condition or Regulatory Conditions relating thereto is
waived, a further announcement confirming the satisfaction or waiver of the
relevant Regulatory Condition(s) will be made by DWF.

Partial Securities Election via CREST

DWF Shareholders who hold their Scheme Shares in uncertificated form and who
wish to elect for the Partial Securities Alternative may do so from 13
September 2023 by submitting a TTE Instruction via the CREST system.  Please
see paragraph 1 of Part 5 (How to make a Partial Securities Alternative
Election) of the Scheme Document for information on how to submit a TTE
Instruction. DWF Shareholders will have until 1.00 p.m. on 2 October 2023 to
submit their TTE Instruction.

Expected timetable of principal events

Set out below is the current expected timetable of principal events. All times
and dates are indicative only and are subject to change. DWF will give
adequate notice of any change or revision of these currently expected dates
and/or times (including the date and time of the Sanction Hearing and the
latest time and date for lodging of the TTE Instructions, the  Forms of
Election, the Forms of Instruction (and, if applicable for Nominee Service
Participants only, the Beneficial Holder Powers of Attorney) in respect of the
Partial Securities Alternative) and by issuing an announcement of the revised
dates and/or times through a Regulatory Information Service.

 Event((1))                                                                       Time and/or date (2023)
 Expected date of conditional declaration of the Special Dividend                 27 September 2023
 Latest time for lodging the ORANGE Form of Instruction from Nominee Service      1.00 pm on 28 September 2023
 Participants and, if necessary, the Beneficial Holder Power of Attorney, in
 respect of the Partial Securities Alternative
 Sanction Hearing to sanction the Scheme                                          29 September 2023((2))
 Latest time for lodging the GREEN Form of Election or the TTE Instructions in    1.00 pm on 2 October 2023
 respect of the Partial Securities Alternative
 Last day of dealings in, and for registration of transfers of, and disablement   2 October 2023
 in CREST of, DWF Shares
 Scheme Record Time                                                               6.00 pm on 2 October 2023
 Expected record date for the Special Dividend                                    6.00 pm on 2 October 2023
 Dealings in DWF Shares suspended                                                 7.30 am on 3 October 2023
 Effective Date                                                                   3 October 2023((3))
 Cancellation of listing and admission to trading of DWF Shares                   7.30 am on 4 October 2023
 Latest date for despatch of cheques in respect of cash consideration and for     17 October 2023
 settlement of cash consideration through CREST, electronic payment or other
 form of payment as may be approved by DWF and payment of the Special Dividend.

 Latest date for issue of Loan Notes or Preference Shares for Scheme              17 October 2023
 Shareholders who have elected for the Partial Securities Alternative

 Expected date for the crediting to mandated bank accounts or cheques issued in   A date no later than 24 October ("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((4))

 

(1)      These dates and times are indicative only and will depend, among
other things, on the date upon which: (i) the Conditions are satisfied or (if
capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a
copy of the Court Order is delivered to the Registrar of Companies. If any of
the expected times and/or dates above change (a) the revised times and/or
dates will be notified to DWF Shareholders by announcement through a
Regulatory Information Service, with such announcement being made available on
DWF's website at https://dwfgroup.com/en/investors/offer-for-dwf-group-plc and
on Bidco's website at www.dwfoffer.com and (b) if required by the Panel, DWF
will send notice of the change(s) to DWF Shareholders.

(2)      Subject to satisfaction of certain regulatory conditions as set
out in Part 3 (Conditions to and Further Terms of the Scheme and the
Acquisition) of the Scheme Document

(3)      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. It is
intended that on the Effective Date, share certificates in respect of Scheme
Shares will cease to be valid and entitlements to DWF Shares held within the
CREST system will be cancelled.

(4)      This is the latest date by which the Scheme may become Effective
unless Bidco and DWF agree (with the consent of the Panel and, if required,
the Court) a later date or if the Panel requires an extension to the Long Stop
Date pending final  determination of an issue under section 3(g) of Appendix
7 to the Takeover Code.

All references in this announcement to times are to London time unless
otherwise stated.

 

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 nor Bidco's website is incorporated into, or forms part of, this
announcement.

Right to receive documents 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.

 

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