REG - ECSC Group PLC Daisy Corp Svcs.Tdg. - Scheme of Arrangement becomes effective

EcscAnnouncement

22/06/2023 12:30

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RNS Number : 6182D  ECSC Group PLC  22 June 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 SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

22 June 2023

RECOMMENDED CASH ACQUISITION

of

ECSC GROUP PLC ("ECSC")

by

DAISY CORPORATE SERVICES TRADING LIMITED ("Daisy")

to be effected

by way of a scheme of arrangement

under Part 26 of the Companies Act 2006

Scheme of Arrangement becomes effective

On 31 March 2023, it was announced that the Boards of Daisy and ECSC had
reached agreement on the terms of a recommended cash acquisition by Daisy for
the issued and to be issued share capital of ECSC, to be effected by way of a
court-sanctioned scheme of arrangement (the "Scheme") between ECSC and ECSC
Shareholders under Part 26 of the Companies Act 2006 (the "Acquisition").

On 24 May 2023, all resolutions necessary to effect the Scheme were duly
passed by the requisite majorities and accordingly the Scheme was approved by
ECSC Shareholders.

On 20 June 2023, ECSC announced that the Court had sanctioned the Scheme.

The Boards of Daisy and ECSC are pleased to announce that the Scheme has today
become Effective in accordance with its terms, following delivery of the Court
Order to the Registrar of Companies, and the entire issued and to be issued
ordinary share capital of ECSC is now owned by Daisy.

Settlement

Under the terms of the Scheme, Scheme Shareholders on the register of members
of ECSC at the Scheme Record Time, being 6.00 p.m. on 21 June 2023, are
entitled to receive 54.02 pence in cash for every Scheme Share held. Cheques
will be dispatched to Scheme Shareholders holding Scheme Shares in
certificated form and the CREST accounts of Scheme Shareholders holding Scheme
Shares in uncertificated form will be credited within 14 days of today's date.

Suspension and cancellation of trading

Trading in ECSC Shares on AIM was suspended with effect from 7.30 a.m. on 22
June 2023. Following the application by ECSC to the London Stock Exchange, the
cancellation of admission to trading of ECSC Shares on AIM is expected to be
effective as of 7.00 a.m. on 23 June 2023.

Words and expressions defined in the Scheme Document shall, unless the context
provides otherwise, have the same meanings in this announcement.

 

 

 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 announcement, 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 announcement 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 announcement, 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 the Scheme 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
the Scheme 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 the
Scheme 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 the Scheme
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 the Scheme Document.

 

Forward looking statements

 

This announcement (including information incorporated by reference in this
announcement), 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 the Scheme 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 the Scheme 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 he Scheme Document, 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 the Scheme 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 the Scheme Document, together with all information incorporated by
reference into this announcement, 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 announcement, the content of ECSC's website is
not incorporated into, nor forms part of, this announcement.

 

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 the Scheme 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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