Response to Media Speculation
10/07/2023 10:34
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RNS Number : 5063F DWF Group PLC 10 July 2023
DWF Group plc ("DWF")
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 OR REGULATIONS OF THAT JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY SUCH OFFER WILL BE MADE EVEN IF THE PRE-CONDITIONS ARE
SATISFIED OR WAIVED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
Response to Media Speculation
10 July 2023
The Board of DWF Group plc ("DWF") notes the media speculation regarding a
potential offer for DWF and confirms that it is in discussions with Inflexion
Private Equity Partners LLP ("Inflexion"), on behalf of funds managed and / or
advised by Inflexion and its affiliates, regarding a possible cash offer for
the entire issued and to be issued share capital of DWF (the "Proposal").
Under the terms of the Proposal DWF shareholders will be entitled to receive a
total consideration of 100 pence per share, comprising:
· cash consideration of 97 pence per share (the "Cash Consideration");
plus
· a dividend for the six month period ended 30 April 2023 of 3 pence
per share which is conditional on the Proposal becoming effective ("the
Special Dividend") that eligible DWF shareholders will be entitled to receive.
The Cash Consideration and Special Dividend are together the "Total
Consideration". The Special Dividend would be paid without any reduction in
the Cash Consideration.
The Proposal includes two additional options:
- An option for shareholders to elect to receive a partial loan note
alternative instead of the Cash Consideration, such that the Total
Consideration will be structured as loan notes and/or preference shares, split
65% of the Total Consideration as loan notes and/or preference shares and the
remaining 35% to be paid in cash (part of which will comprise the Special
Dividend); or
- An option for shareholders to elect to receive the Cash
Consideration and immediately reinvest 40% of the Total Consideration into
loan notes or preference shares.
DWF has confirmed to Inflexion that should a firm offer be made by Inflexion
on the financial terms of the Proposal, it would be minded to unanimously
recommend it to DWF shareholders, subject to the agreement of other terms and
conditions.
The announcement of a firm intention to make an offer remains subject to the
satisfaction or waiver (by Inflexion) of a number of pre-conditions,
including, inter alia, completion of satisfactory due diligence, receipt of
irrevocable undertakings to vote in favour of the transaction and to elect to
receive the partial loan note alternative or to elect to receive the
reinvestment alternative from certain key DWF partners, and agreement of the
detailed terms of the Proposal.
Discussions between DWF and Inflexion are ongoing and there can be no
certainty that an offer will be made, even if the pre-conditions are satisfied
or waived.
In accordance with Rule 2.5 of the Code, Inflexion reserves the right to make
an offer for DWF on less favourable terms than those set out in this
announcement: (i) with the agreement or recommendation of the DWF Board; (ii)
if a third party announces a firm intention to make an offer for DWF which, at
that date, is of a value less than the value implied by the Proposal; or (iii)
following the announcement by DWF of a Rule 9 waiver transaction pursuant to
Appendix 1 of the Code. Inflexion reserves the right to waive in whole or in
part any pre-condition to the making of a firm offer and to introduce other
forms of consideration and/or vary the mix or composition of consideration of
any offer. Inflexion also reserves the right to adjust the terms of the
Proposal to take account of the value of any dividend other than the Special
Dividend or other distribution which is announced, declared, made or paid by
DWF after the date of this announcement.
In accordance with Rule 2.6(a) of the Code, Inflexion is required, by not
later than 5.00 pm (London time) on 07 August 2023, to either (i) announce a
firm intention to make an offer for DWF in accordance with Rule 2.7 of the
Code or (ii) announce that it does not intend to make an offer for DWF, in
which case the announcement will be treated as a statement to which Rule 2.8
of the Code applies. This deadline can be extended with the consent of the
Takeover Panel in accordance with Rule 2.6(c) of the Code.
A further announcement will be made as appropriate.
This announcement has been made by DWF with the agreement of Inflexion.
The person responsible for arranging for the release of this announcement on
behalf of DWF is Darren Drabble, Company Secretary.
Enquiries:
Tel: +44 (0)7971 783 533
DWF Group plc
James Igoe, Head of Communications and IR
Fenchurch Advisory Partners (Joint Financial Adviser to DWF) Tel: +44 (0)20 7382 2222
Kunal Gandhi
Philip Evans
Richard Locke
Ben Spalton
Stifel (Joint Financial Adviser to DWF) Tel: +44 (0) 20 7710 7600
Robin Mann
Gareth Hunt
Fred Walsh
H/ Advisors Maitland (Public Relations Adviser to
DWF)
Sam Turvey
Tel: +44 (0) 782 783 6246
Sam Cartwright
Tel: +44 (0) 782 725 4561
Forward-looking statements
This announcement, oral statements made regarding the Proposal, and other
information published by DWF 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 of the management of DWF 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
Proposal on DWF (including its future prospects, developments and strategies),
the expected timing and scope of the Proposal 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 "plans", "expects" or
"does not expect", "is expected", "is subject to", "budget", "projects",
"strategy", "scheduled", "estimates", "forecasts", "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 (or, in
each case, their negative or other variations). Although DWF believes that the
expectations reflected in such forward-looking statements are reasonable, DWF
cannot give 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
Proposal; the ability to obtain requisite regulatory and shareholder approvals
and the satisfaction of other conditions on the proposed terms and schedule;
future market conditions, changes in general economic and business conditions,
the behaviour of other market participants, the anticipated benefits from the
Proposal not being realised as a result of changes in general economic and
market conditions in the countries in which DWF operates, weak, volatile or
illiquid capital and/or credit markets, changes in tax rates, interest rate
and currency value fluctuations, the degree of competition in the geographic
and business areas in which DWF operates and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the forward-looking
statements. Such forward looking statements should therefore be construed in
the light of such factors. Neither DWF, nor any of its associates or
directors, officers or advisers, provides 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. No
reliance should be placed on any of these forward-looking statements. Other
than in accordance with its legal or regulatory obligations, DWF is under no
obligation, and DWF 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 quantified financial benefits statements
Nothing in this announcement is intended, or is to be construed, as a profit
forecast, profit estimate or quantified financial 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.
Inside Information
The information communicated in this announcement contains inside information
for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018. On the publication of this announcement via a
Regulatory Information Service, this inside information is now considered to
be in the public domain.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure
by a person to whom Rule 8.3(a) of the Code applies must be made by no later
than 3.30pm (London time) on the 10th business day following the commencement
of the offer period and, if appropriate, by no later than 3.30pm (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 Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8 of the Code. A Dealing
Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by
no later than 3.30pm (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 of the Code.
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) of the Code.
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.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available, subject to certain restrictions relating to persons resident
in restricted jurisdictions, on DWF's website https://dwfgroup.com/ by no
later than noon (London time) on the business day following the announcement.
For the avoidance of doubt, the content of the website referred to above is
not incorporated into and does not form part of this announcement.
Rule 2.9
In accordance with Rule 2.9 of the Code, DWF confirms that as at close of
business on 10 July 2023 its issued share capital comprises 341,979,578
ordinary shares of 1 pence each, with ISIN: GB00BJMD6M39. DWF does not hold
any shares in treasury.
Other notices
Fenchurch Advisory Partners LLP is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for DWF and
no-one else in connection with the possible transaction 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
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for DWF and no one else in connection with the matters set out in
this announcement and will not regard any other person as its client in
relation to the matters 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 any matter referred to herein.
Further information
This announcement is not intended to, and does not, constitute or form part of
an offer, invitation or the solicitation of an offer to purchase or subscribe,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities,
or the solicitation of any vote or approval in any jurisdiction, pursuant to
this announcement or otherwise. Any offer, if made, will be made solely by
certain offer documentation which will contain the full terms and conditions
of any offer, including details of how it may be accepted. The release,
publication or distribution of this announcement in whole or in part, directly
or indirectly, in, into or from certain jurisdictions may be restricted by law
and therefore persons in such jurisdictions should inform themselves about and
observe such restrictions.
The release, distribution or publication of this announcement in jurisdictions
outside the United Kingdom and the availability of any offer to shareholders
of DWF who are not resident in the United Kingdom may be restricted by the
laws of relevant jurisdictions and therefore any persons who are subject to
the laws of any jurisdiction other than the United Kingdom or shareholder of
DWF who are not resident in the United Kingdom will need to inform themselves
about, and observe, such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities law of any such
jurisdictions.
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