REG - Inflexion Pte Eqty DWF Group PLC - Disclosure under Rule 2.10(a) of the Code

DWFAnnouncement

07/09/2023 07:15

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RNS Number : 6982L  Inflexion Private Equity Partners  07 September 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

7 September 2023

 

Disclosure under Rule 2.10(a) of the Code in respect of the

 

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

Additional Irrevocable Undertaking Received by Aquila Bidco Limited

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"), made an
announcement pursuant to Rule 2.7 of the Takeover Code that they had reached
agreement on the terms and conditions of a recommended cash offer by Bidco to
acquire the entire issued and to be issued ordinary share capital of DWF (the
"Acquisition"). A circular (the "Scheme Document") in relation to the scheme
of arrangement to effect the Acquisition (the "Scheme") was published on 15
August 2023.

Capitalised terms used in this announcement (the "Announcement"), unless
otherwise defined, shall have the meanings given to them in the Scheme
Document.

Additional Irrevocable Undertaking

Bidco hereby announces that it has today received an irrevocable undertaking
from Pangaea Three-B, LP, as beneficial owner to funds managed by Cartesian
Capital Group, to direct the vote in favour of the Scheme at the Other
Shareholder Court Meeting and the Resolutions(s) to be proposed at the General
Meeting in respect of 18,214,338 DWF Shares, representing approximately 5.3
per cent. of the issued share capital of DWF and 11.3 per cent. of the Scheme
Shares entitled to vote at the Other Shareholder Court Meeting as at 1
September 2023 (being the last practicable Business Day prior to the date of
this Announcement on which the share register of DWF has been verified for the
purpose of the two different classes of DWF Shareholders).

Bidco has, therefore, received irrevocable undertakings in respect of a total
of 160,240,787 DWF Shares representing, in aggregate, approximately 78.5 per
cent. of Scheme Shares entitled to vote at the Employee Shareholder Court
Meeting, 11.3 per cent. of Scheme Shares entitled to vote at the Other
Shareholder Court Meeting and 46.9 per cent. of the ordinary share capital of
DWF, as at 1 September 2023.

The irrevocable undertaking will only cease to be binding if:

(i)            the required number of shareholders in accordance
with the terms of the Acquisition do not vote in favour of the Scheme at the
General Meeting or the Court Meetings;

(ii)           the Scheme lapses or is withdrawn in accordance with
its terms;

(iii)          the Acquisition has not become effective by 15
December 2023;

(iv)         the date on which any competing offer for the entire
issued and to be issued share capital of DWF is declared unconditional (if
implemented by way of a Takeover Offer) or, if proceeding by way of a scheme
of arrangement, becomes effective; or

(v)          if any third party announces a firm intention to make a
general offer pursuant to the Takeover Code for the entire issued and to be
issued ordinary share capital of DWF (other than any such share capital
acquired or agreed to be acquired by such third party at the time of making
such proposal) on terms which in the reasonable opinion of Rothschild &
Co. represent an improvement in the terms of the offer.

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

 

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 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.

Further information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, 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 would be unlawful
prior to the registration or qualification under the laws of such
jurisdiction. The Acquisition will be made solely by means of the Scheme
Document published and posted to DWF Shareholders on 15 August 2023 which
contains the full terms and Conditions of the Acquisition, including details
of how to vote in respect of the Acquisition.

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 contains inside information in relation to DWF for the
purposes of Article 7 of the Market Abuse Regulation. Upon publication of this
Announcement, this information is now considered to be in the public domain.

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 certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to the laws of other jurisdictions should
inform themselves of, and observe, any applicable requirements. Further
details in relation to Overseas Shareholders are contained in the Scheme
Document. 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.

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 is 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.

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 (http://www.thetakeoverpanel.org.uk) , including
details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any
doubt as to whether you are required to make an Opening Position Disclosure or
a Dealing Disclosure.

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/possible-offer-for-dwf-group-plc
(https://dwfgroup.com/en/investors/possible-offer-for-dwf-group-plc) and
Bidco's website at www.dwfoffer.com (http://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.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments.

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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