Expected publication of the Scheme Document
21/11/2024 15:05
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RNS Number : 2125N Eckoh PLC 21 November 2024
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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
21 November 2024
RECOMMENDED CASH ACQUISITION
OF
Eckoh plc ("Eckoh")
BY
Eagle UK Bidco Limited ("Bidco")
an indirect, wholly-owned subsidiary of certain funds managed by Bridgepoint
Advisers II Limited
Expected publication of the Scheme Document
On 30 October 2024, the boards Eckoh and Bidco were pleased to announce that
they had reached agreement on the terms of a recommended cash offer by Bidco,
under which Bidco will acquire the entire issued and to be issued share
capital of Eckoh (the "Acquisition").
The Acquisition will be implemented by way of a Court‑sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 ("Scheme") (although Bidco
reserves the right to effect the Acquisition by way of an Offer, subject to
the consent of the Panel.
It was also announced on 30 October 2024 that it was expected that the Scheme
Document, containing further information about the Acquisition and notices of
the Court Meeting and the General Meeting, together with the associated forms
of proxy would be posted to Eckoh shareholders as soon as practicable.
In light of the availability of the Court, a short extension of the 28 day
period for publication of the Scheme Document has been requested of, and
consented to by, the Panel.
Accordingly, the Eckoh Board announces that it is expected that the Scheme
Document will be published by no later than 17:00 on 6 December 2024.
In accordance with paragraph 3 of the Practice Statement (Companies: Schemes
of Arrangement under Part 26 and Part 26A of the Companies Act 2006)
("Practice Statement"), the Company has listed the convening hearing to be
held on 2 December 2024 before a High Court Judge. A notification of this
hearing will be sent to shareholders, a copy of which will be available on the
Company's website at www.Eckoh.com/investors.
The Eckoh Independent Directors, who have been so advised by Stifel and Singer
Capital Markets as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable. In providing advice to the
Eckoh Independent Directors, Stifel and Singer Capital Markets have taken into
account the commercial assessments of the Eckoh Independent Directors. Stifel
and Singer Capital Markets are providing independent financial advice to the
Eckoh Independent Directors for the purposes of Rule 3 of the Code.
Accordingly, the Eckoh Independent Directors intend to recommend unanimously
that Scheme Shareholders vote in favour of the Scheme at the Court Meeting,
that Eckoh Shareholders vote in favour of the Special Resolution at the
General Meeting and that Eckoh Independent Shareholders vote in favour of the
Rule 16.2 Resolution at the General Meeting.
Information for Eckoh Shareholders
If you have any questions relating to the expected publication of the Scheme Document, please contact the shareholder helpline operated by Link Group on 0371 664 0321. The helpline is open between 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday (except English and Welsh public holidays). For deaf and speech impaired shareholders, we welcome calls via Relay UK. Please see www.relayuk.bt.com for more information. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
Capitalised terms used but not defined in this announcement shall have the meaning given in the announcement dated 30 October 2024.
Enquiries:
Eckoh
Nik Philpot, Chief Executive Officer +44 (0)1442 458 300
Chrissie Herbert, Chief Financial Officer
Stifel (Lead Financial Advisor to Eckoh)
Ben Tompkins / Fred Walsh / Anand Parekh / Richard Short +44 (0)20 7710 7600
Singer Capital Markets (Financial Advisor, Nominated Adviser & Broker to
Eckoh)
Shaun Dobson / Alex Bond / Tom Salvesen / James Todd +44 (0)20 7496 3000
FTI Consulting LLP
Ed Bridges / Emma Hall / Valerija Cymbal +44 (0)20 3727 1017
Eckoh@fticonsulting.com
Bridgepoint and Bidco +44 (0)20 7034 3500
Christian Jones / James Murray
Houlihan Lokey UK Limited (Financial Adviser to Bridgepoint and Bidco) +44 (0)20 7839 3355
James Craven / Tim Richardson / Adrian Schlegtendal / Jack Durston
Important notice
This announcement is for information purposes only. It is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether 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, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Important notices relating to financial advisers
Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and
regulated in the UK by the FCA, is acting exclusively as financial adviser to
Bridgepoint, BAIIL and Bidco and no one else in connection with the matters
set out in this announcement and will not be responsible to anyone other than
Bridgepoint, BAIIL and Bidco for providing the protections afforded to clients
of Houlihan Lokey or for providing advice in relation to contents of this
announcement or any other matters referred to in this announcement. Neither
Houlihan Lokey nor any of its affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Houlihan Lokey in connection with this announcement, any statement contained
herein or otherwise.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as joint Rule 3 adviser and lead financial adviser for Eckoh and
for no one else in connection with the matters set out or referred to in this
announcement and will not be responsible to anyone other than Eckoh for
providing the protections offered to clients of Stifel nor for providing
advice in relation to the matters set out or referred to in this Announcement.
Neither Stifel nor any of its affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Stifel in connection with this Announcement, any matter or statement set out
or referred to herein or otherwise.
Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated in the United Kingdom by the FCA, is acting as joint
Rule 3 adviser, financial adviser and nominated adviser exclusively to Eckoh
and no-one else in connection with the matters described in this announcement
and will not be responsible to anyone other than Eckoh for providing the
protections afforded to clients of Singer Capital Markets nor for providing
advice in connection with the subject matter of this announcement. Neither
Singer Capital Markets nor any of its affiliates (nor any of their respective
directors, partners, 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 Singer Capital Markets in connection with this announcement, any
statement contained herein, the Offer or otherwise. No representation or
warranty, express or implied, is made by Singer Capital Markets 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 any offer or invitation to purchase,
otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise. The Acquisition will be made solely
through the Scheme Document (and the accompanying Forms of Proxy), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any decision in respect of 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 Takeover Offer document).
This announcement does not constitute a prospectus or a prospectus exempted
document.
This announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside England.
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, accountant
or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
not resident in the UK or who are subject to the laws of any jurisdiction
other than the UK (including Restricted Jurisdictions) should inform
themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the UK or who are subject to the laws of another jurisdiction to participate
in the Acquisition or to vote their Eckoh Shares in respect of the Scheme at
the Court Meeting, or to execute and deliver Forms of Proxy appointing another
to vote at the Court Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located or to which they are
subject. Any failure to comply with applicable legal or regulatory
requirements of any jurisdiction may constitute a violation of securities laws
or regulations in that jurisdiction. To the fullest extent permitted by
applicable law and regulation, 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 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 Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
The Acquisition will be subject to the applicable requirements of English law,
the Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.
Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any jurisdiction where to do so would constitute a violation
of the laws or regulations of such jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of acceptance of the Acquisition.
Further details in relation to Eckoh Shareholders in overseas jurisdictions
will be contained in the Scheme Document.
Additional information for U.S. investors
U.S. shareholders should note that the Acquisition relates to an offer for the
shares of a UK company and is being made by means of a scheme of arrangement
provided for under English company law. The Acquisition, implemented by way of
a scheme of arrangement, is not subject to the tender offer rules or the proxy
solicitation rules under the U.S. Exchange Act, as amended. Accordingly, the
Acquisition is subject to the requirements and practices applicable to a
scheme of arrangement involving a target company in the UK listed on AIM,
which differ from the requirements of the U.S. tender offer and proxy
solicitation rules. The financial information with respect to Eckoh included
in this announcement and the Scheme Document has been or will have been
prepared in accordance with IFRS and thus may not be comparable to the
financial information of U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the U.S. If, in the future, Bidco exercises its right to
implement the Acquisition by way of a Takeover Offer and determines to extend
the Takeover Offer into the U.S., the Acquisition will be made in compliance
with applicable U.S. tender offer rules.
It may be difficult for U.S. shareholders to enforce their rights and any
claims they may have arising under the U.S. federal securities laws in
connection with the Acquisition, since Eckoh and Bidco are each located in a
country other than the United States, and some or all of their respective
officers and directors may be residents of countries other than the United
States. U.S. shareholders may not be able to sue Eckoh, Bidco or their
respective officers or directors in a non-U.S. court for violations of the
U.S. securities laws. Further, it may be difficult to compel Eckoh or Bidco
and their respective affiliates to subject themselves to the jurisdiction or
judgment of a U.S. court for violations of the U.S. securities laws.
Neither the SEC nor any U.S. state securities commission has approved,
disproved or passed judgment upon the fairness or the merits of the
Acquisition or determined if this announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the U.S.
In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Bidco, certain of its affiliated companies
and their nominees or brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, shares or other securities
of Eckoh outside of the U.S., 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 would comply with applicable
law, including the U.S. Exchange Act. Any information about such purchases or
arrangements to purchase will be disclosed as required in the UK, will be
reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.
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 or Eckoh contain statements which are, or may
be deemed to be, "forward-looking statements". All statements, other than
statements of historical fact 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 assumptions, expectations,
valuations, targets, estimates, forecasts and projections of Bidco and Eckoh
about future events, and are therefore subject to risks and uncertainties
which could cause actual results, performance or events to differ materially
from those 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 the Bridgepoint Group,
Bidco, the Wider Bidco Group, the Wider Eckoh Group and the Enlarged Group,
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 "plans", "expects",
"budget", "targets", "aims", "scheduled", "estimates", "forecast", "intends",
"anticipates", "seeks", "prospects", "potential", "possible", "assume" 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. Bridgepoint, Bidco and Eckoh give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risks (known and unknown) and uncertainties
(and other factors that are in many cases beyond the control of Bridgepoint,
Bidco and/or Eckoh) because they relate to events and depend on circumstances
that may or may not occur in the future.
There are a number of factors that could affect the future operations of the
Bridgepoint Group, the Wider Bidco Group, the Wider Eckoh Group and/or the
Enlarged Group and that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.
These factors include the satisfaction (or, where permitted, waiver) of the
Conditions, as well as additional factors, such as: domestic and global
business and economic conditions; the impact of pandemics, asset prices;
market‑related risks such as fluctuations in interest rates and exchange
rates, industry trends, competition, changes in government and regulation,
changes in the policies and actions of governments and/or regulatory
authorities (including changes related to capital and tax), changes in
political and economic stability (including exposures to terrorist activities,
the UK's exit from the European Union, Eurozone instability, the
Russia-Ukraine conflict, the ongoing conflict in the Middle East, disruption
in business operations due to reorganisation activities, interest rate,
inflation, deflation and currency fluctuations), the timing impact and other
uncertainties of future or planned acquisitions or disposals or offers, the
inability of the Enlarged Group to realise successfully any anticipated
synergy benefits when the Acquisition is implemented (including changes to the
board and/or employee composition of the Enlarged Group), the inability of the
Bidco Group to integrate successfully the Eckoh Group's operations and
programmes when the Acquisition is implemented, the Enlarged Group incurring
and/or experiencing unanticipated costs and/or delays (including IT system
failures, cyber-crime, fraud and pension scheme liabilities) or difficulties
relating to the Acquisition when the Acquisition is implemented. Other unknown
or unpredictable factors could affect future operations and/or 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.
Each forward-looking statement speaks only as of the date of this
Announcement. Neither the Bridgepoint Group, the Bidco Group, nor the Eckoh
Group, nor any of their respective associates or directors, officers or
advisers, provides any representation, warranty, assurance or guarantee that
the occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur. Forward-looking
statements involve inherent risks and uncertainties. All forward-looking
statements contained in this announcement are expressly qualified in their
entirety by the cautionary statements contained or referred to in this
section. Readers are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their legal or
regulatory obligations (including under the Code, the UK Market Abuse
Regulation, the AIM Rules and the DTRs), neither the Bridgepoint Group, the
Wider Bidco Group, nor the Wider Eckoh Group is under or undertakes any
obligation, and each of the foregoing 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 or estimates
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 Bidco or Eckoh for the current or
future financial years will necessarily match or exceed the historical
published earnings or earnings per share for Bidco or Eckoh, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(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
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 pm (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 Panel's website at
www.thetakeoverpanel.org.uk (https://www.thetakeoverpanel.org.uk/) ,
(https://www.thetakeoverpanel.org.uk/) (https://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.
Electronic communications
Please be aware that addresses, electronic addresses and certain information
provided by Eckoh Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Eckoh may be provided
to Bidco during the Offer Period as required under section 4 of Appendix 4 to
the Code to comply with Rule 2.11(c) of the Code.
Publication on a website and availability of hard copies
This announcement and the documents required to be published pursuant to Rule
26 of the Code will be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Bidco's website at
www.bridgepoint.eu/offer-for-eckoh (http://www.bridgepoint.eu/offer-for-eckoh)
and on Eckoh's website at www.Eckoh.com/investors
(http://www.Eckoh.com/investors) by no later than 12 noon (London time) on the
Business Day following the publication of this Announcement. Neither the
content of the websites referred to in this announcement nor the content of
any website accessible from hyperlinks in this announcement is incorporated
into, or forms part of, this Announcement.
Eckoh Shareholders may, subject to applicable securities laws, request a hard
copy of this announcement (and any information incorporated into it by
reference to another source) by contacting Eckoh's registrars, Link Group,
between 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding
public holidays in England and Wales) on 0371 664 0300 within the United
Kingdom or on +44 (0) 371 664 0300 from overseas, or by submitting a request
in writing to 10th Floor, Central Square 29 Wellington Street Leeds LS1 4DL,
United Kingdom, with an address to which the hard copy may be sent. Calls are
charged at the standard geographic rate and will vary by provider. 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. Eckoh Shareholders may, subject to applicable securities laws, also
request that all future documents, announcements and information to be sent in
relation to the Acquisition should be in hard copy form.
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