REG - ECSC Group PLC Daisy Corp Svcs.Tdg. - Publication of the Scheme Document

EcscAnnouncement

25/04/2023 11:45

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RNS Number : 3981X  ECSC Group PLC  25 April 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.

 

 

25 April 2023

ECSC Group plc ("ECSC or the "Company")

Publication of Circular and Notice of General Meeting of ECSC in connection
with the

RECOMMENDED CASH ACQUISITION

of

ECSC GROUP PLC

by

DAISY CORPORATE SERVICES TRADING LIMITED

to be effected

by way of a scheme of arrangement

under Part 26 of the Companies Act 2006

On 31 March 2023, Daisy Corporate Services Trading Limited ("Daisy") announced
that it had reached agreement on the terms and conditions of a recommended
cash acquisition pursuant to which Daisy will acquire the entire issued and to
be issued ordinary share capital of ECSC (the "Acquisition"). The Acquisition
is to be effected by way of a Court-sanctioned scheme of arrangement (the
"Scheme") under Part 26 of the Companies Act 2006.

Publication and posting of the Scheme Document

ECSC is pleased to announce that the scheme document containing the full terms
and conditions of the Acquisition (the "Scheme Document") is being published
today. The Scheme Document contains, among other things, a letter from the
Chairman of ECSC, an explanatory statement pursuant to section 897 of the
Companies Act 2006, the notices of the Court Meeting and General Meeting, an
expected timetable of principal events and details of the action to be taken
by ECSC Shareholders.

Hard copies of the Scheme Document are being sent to ECSC Shareholders
together with the related Forms of Proxy. Hard copies of the Scheme Document
are also being sent, for information only, to persons with information rights.

Notices of the Court Meeting and General Meeting and action required

As described in the Scheme Document, to become Effective, the Scheme must,
amongst other things, be approved at the Court Meeting by a majority in number
of the Scheme Shareholders who are on the register of members of ECSC at the
Scheme Record Time present and voting (and entitled to vote), whether in
person, or by proxy or by corporate representative (where applicable),
representing at least 75 per cent. of the votes attached to the Scheme Shares
cast by those Scheme Shareholders. The Scheme also requires, amongst other
things, the passing at the General Meeting of the Special Resolution by the
requisite majority. The General Meeting is expected to be held immediately
after the Court Meeting. Following the meetings, the Scheme must be sanctioned
by the Court. If the Scheme becomes Effective, it will be binding on all ECSC
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and irrespective of whether or not they
voted in favour of the resolutions at such meetings).

Notices of the Court Meeting and the General Meeting of ECSC, each of which
will be held at the offices of Freeths LLP, One Vine Street, London, W1J 0AH
on 24 May 2023, are set out in the Scheme Document. The Court Meeting will
start at 11:30 a.m. on that date and the General Meeting at 11:45 a.m. (or as
soon thereafter as the Court Meeting is concluded or adjourned).

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair and
reasonable representation of Scheme Shareholder opinion. Scheme Shareholders
are therefore strongly advised to transmit a proxy appointment and voting
instruction (through CREST or by any other procedure described in the Scheme
Document) or complete and return their Form of Proxy for the Court Meeting in
accordance with the instructions printed on it as soon as possible. The
transmission of a proxy appointment or voting instruction through CREST or by
any other procedure described in the Scheme Document (or completion and return
of the Forms of Proxy) will not prevent Scheme Shareholders from attending and
voting at the Court Meeting or the General Meeting in person, if they are
entitled to and wish to do so.

The ECSC Directors unanimously recommend that ECSC Shareholders vote in favour
of the Scheme at the Court Meeting and the Special Resolution to be proposed
at the General Meeting, as the ECSC Directors who hold ECSC Shares have
irrevocably undertaken to do in respect of their own beneficial holdings of
ECSC Shares amounting in aggregate to 2,686,544 ECSC Shares (representing
approximately 26.85 per cent. of the issued share capital of ECSC as at the
Latest Practicable Date).

The expected timetable of principal events is below. Scheme Shareholders
should carefully read the Scheme Document in its entirety before making a
decision with respect to the Scheme.

Unless otherwise defined, all capitalised terms in this announcement (the
"Announcement") shall have the same meaning given to them in the Scheme
Document.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on ECSC's and Daisy's current
expected dates for the implementation of the Scheme and is subject to change.
If any of the dates and/or times in this expected timetable change, the
revised dates and/or times will be notified to ECSC Shareholders by
announcement through a Regulatory Information Service of the London Stock
Exchange.

 

 

 Event                                                                     Time and/or date
 Publication of the Scheme Document                                        25 April 2023
 Latest time for lodging forms of proxy for the:
     Court Meeting (BLUE form)                                             11:30 a.m. on 22 May 2023
     General Meeting (WHITE form)                                          11:45 a.m. on 22 May 2023
 Voting Record Time                                                        6:30 p.m. on 22 May 2023
 Court Meeting                                                             11:30 a.m. on 24 May 2023
 General Meeting                                                           11:45 a.m. on 24 May 2023
 The following dates are indicative only and are subject to change
 Sanction Hearing (to sanction the Scheme)                                 20 June 2023
 Last day of dealings in, and for the registration of transfers of, and    21 June 2023
 disablement in CREST, of ECSC Shares
 Scheme Record Time                                                        6:00 p.m. on 21 June 2023
 Suspension of trading of, and dealings in, ECSC Shares on AIM             7:30 a.m. on 22 June 2023
 Effective Date                                                            22 June 2023
 Cancellation of admission to trading of ECSC Shares on AIM                7:00 a.m. on 23 June 2023
 Latest date for dispatch of cheques, and crediting of CREST accounts and  Within 14 days of the Effective Date
 processing electronic transfers due under the Scheme
 Long Stop Date                                                            5:00 p.m. on 31 July 2023

 

 

Enquiries:

 ECSC Group plc
 Ian Mann, Executive Chairman                                                  Tel: +44 (0) 1274 736 223
 Matthew Briggs, Chief Executive Officer

 Allenby Capital Limited (Rule 3 adviser, Nominated Adviser and Corporate
 Broker to ECSC)
 David Hart / Nick Athanas / Piers Shimwell / Dan Dearden-Williams (Corporate  Tel: +44 (0) 203 328 5656
 Finance)
 Tony Quirke (Sales and Corporate Broking)

 Press enquiries
 Clare Macdonald, Marketing Director                                           Tel: +44 (0) 1274 736 223

 Media enquiries for Daisy
 Michelle Brodrick                                                             Tel: +44 (0) 0333 015 7141

 Ernst & Young LLP (Financial adviser to Daisy)
                                                                               Tel: +44 (0) 20 7951 2000

 Richard Pulford / Tom Watson/ Chinmay Punekar / William Farrow (Corporate
 Finance)

 

DWF Law LLP is providing legal advice to Daisy. Freeths LLP is providing legal
advice to ECSC.

Important Notices

Allenby Capital Limited ("Allenby"), which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for ECSC and no one else in
connection with the Acquisition and will not be responsible to anyone other
than ECSC for providing the protections afforded to clients of Allenby, or for
providing advice in connection with the Acquisition or any matter referred to
herein. Neither Allenby 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 Allenby in connection with this document, any statement contained
herein or otherwise.

Ernst & Young ("EY"), which is authorised and regulated by the FCA in the
United Kingdom is acting exclusively as financial adviser to Daisy and for no
one else in connection with the Acquisition and will not be responsible to
anyone other than to Daisy for providing the protections afforded to clients
of EY nor for providing advice in connection with the Acquisition, the
contents of this document or any matter or arrangement referred to herein.
Neither EY 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 EY in
connection with this document, any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to, and
does not constitute, or form part of any offer, invitation, inducement or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of or exercise rights in respect 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 (or by any other document
by which the acquisition is made), which will together 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, or other response to, the
Acquisition should be made only on the basis of the information contained in
the Scheme Document or any document by which the Acquisition is made.

This announcement has been prepared in connexion with proposals in relation to
a scheme of arrangement pursuant to and for the purposes of complying with
English law and the City Code on Takeovers and Mergers (the "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.

Overseas jurisdictions

The release, publication or distribution of this document 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
document comes should inform themselves of, and observe, such restrictions.
Unless otherwise determined by Daisy 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 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 document 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 document 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 ECSC 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. If the Acquisition is implemented by way of a
Takeover Offer then (unless otherwise permitted by applicable law and
regulation) the Takeover Offer may not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality (including,
without limitation, facsimile, email, or other electronic transmission, telex
or telephone) of interstate or foreign commerce of, or any facility or a
national, state or other securities exchange of any Restricted Jurisdiction
and the Takeover Offer will not be capable of acceptance by any such use,
means or instrumentality or from within any Restricted Jurisdiction. The
Acquisition shall be subject to the applicable requirements of the Code, the
Panel, the London Stock Exchange, the FCA, the AIM Rules and the Registrar of
Companies. Further details in relation to Overseas Shareholders are contained
in paragraph 15 of Part 2 (Explanatory Statement) of this document.

Forward looking statements

This document (including information incorporated by reference in this
document), oral statements made regarding the Acquisition, and other
information published by Daisy, ECSC, any member of the Wider Daisy Group or
any member of the Wider ECSC 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 document include
statements relating to the expected effects of the Acquisition on Daisy, ECSC,
any member of the Wider Daisy Group or any member of the Wider ECSC 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 Daisy's,
ECSC's, any member of the Wider Daisy Group's or any member of the Wider
ECSC's operations 3 and potential synergies resulting from the Acquisition;
and (iii) the effects of global economic conditions and governmental
regulation on Daisy's, ECSC's, any member of the Wider Daisy Group's or any
member of the Wider ECSC's business. Although Daisy and ECSC believe that the
expectations reflected in such forward looking statements are reasonable,
Daisy, ECSC, the Wider Daisy Group and the Wider ECSC 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 Daisy, ECSC, the Wider Daisy Group and/or the Wider
ECSC 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 Daisy, ECSC, the Wider Daisy Group and/or the Wider ECSC 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 Daisy, ECSC, the Wider Daisy Group nor the Wider ECSC 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 document 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 Daisy, ECSC, the Wider Daisy Group nor the Wider ECSC
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 quantified benefits statements

No statement in this document, or incorporated by reference in this document,
is intended as a profit forecast, profit estimate or quantified benefits
statement for any period and no statement in this document should be
interpreted to mean that earnings or earnings per share for Daisy or ECSC, as
appropriate, for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share for Daisy or
ECSC, as appropriate

 

Disclosure requirements of the Takeover 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 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
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. 5 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.

 

Publication on website

A copy of this document, together with all information incorporated by
reference into this document, will be available, free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions
on ECSC's website at https://investor.ecsc.co.uk. Save as expressly referred
to in this document, the content of ECSC's website is not incorporated into,
nor forms part of, this document.

 

Right to receive documents in hard copy form

Any person entitled to receive a copy of documents, announcements and
information relating to the Acquisition is entitled to receive such documents
in hard copy form free of charge. A person may also request that all future
documents, announcements and information in relation to the Acquisition are
sent to them in hard copy form. A hard copy of this document may be requested
by contacting ECSC's Registrars on +44 (0)371 384 2050. 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. The
helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding
public holidays in England and Wales. Please note that the Company's
Registrars cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.

 

 

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