Update on Stubco Documents
01/03/2024 17:05
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RNS Number : 3398F Brookfield Private Capital (DIFC)Ld 01 March 2024
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 SUCH JURISDICTION
For immediate release 01 March 2024
RECOMMENDED CASH ACQUISITION
of
Network International Holdings Plc ("Network")
by
BCP VI Neptune Bidco Holdings Limited ("Bidco")
an entity indirectly owned by Brookfield Business Partners together with
private equity funds managed and/or advised by affiliates of Brookfield Asset
Management Ltd
to be effected by means of a scheme of arrangement under Part 26 of the UK
Companies Act 2006
Update on Stubco Documents
On 9 June 2023, the boards of directors of Network and Bidco announced that
they had agreed the terms and conditions of a recommended cash acquisition of
Network by Bidco, a newly-incorporated company indirectly owned by Brookfield
Business Partners together with private equity funds managed and/or advised by
affiliates of Brookfield Asset Management Ltd ("Brookfield"), pursuant to
which Bidco will acquire the entire issued, and to be issued, ordinary share
capital of Network not already directly or indirectly owned by it (the
"Acquisition"). It is intended that the Acquisition will be effected by means
of a scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). As announced by Network on 4 August 2023, the Scheme and its
implementation were approved by the requisite majority of Scheme Shareholders
and Network Shareholders (as applicable) on 4 August 2023 at the Court Meeting
and General Meeting (respectively).
Rollover Documents
The terms of the Acquisition permit eligible Network Shareholders to elect to
accept the Alternative Offer in respect of all (but not some only) of their
Scheme Shares, pursuant to which they will receive Rollover Shares in lieu of
the cash consideration to which they would otherwise be entitled under the
Brookfield Cash Offer.
Bidco announces that the forms of the: (i) Rollover Shareholders' Agreement;
and (ii) Stubco Articles, which together govern the terms on which the
Rollover Shareholders will hold the Rollover Shares, are available on Bidco's
and Network's websites at www.neptune-offer.com and
https://investors.NetworkInternational.ae/investors/ respectively.
Network Shareholders are reminded that, pursuant to the Scheme, each eligible
Network Shareholder who elects to accept the Alternative Offer irrevocably
appoints Bidco (and/or its nominee(s)) and/or any one or more of its directors
or agents as its agent and/or attorney to, among other things, execute and
deliver on that Network Shareholder's behalf a deed of adherence agreeing to
be bound by the terms of the Rollover Shareholders' Agreement. Before making
any decision in respect of the Alternative Offer, Network Shareholders should
carefully read and consider the above documents and the provisions of the
Scheme Document relating to the Alternative Offer and, in particular, the
section entitled "Risk factors and other investment considerations" relating
to the Rollover Shares.
Terms defined in the Scheme Document published on 12 July 2023 shall have the
same meanings when used in this announcement.
Enquiries:
Bidco and Brookfield
Investor Enquiries
Alan Fleming +1 416 645 2736
Alan.Fleming@Brookfield.com
Media Enquiries
Marie Fuller +44 20 7408 8375
Marie.Fuller@Brookfield.com
Morgan Stanley (Financial Adviser to Bidco and Brookfield)
Usman Akram, Vipin Chhajer, Hugh Moran +44 20 7425 8000
Important Notices
Morgan Stanley & Co. International plc ("Morgan Stanley") which is
authorised by the Prudential Regulation Authority and regulated in the UK by
the Financial Conduct Authority and the Prudential Regulation Authority, is
acting exclusively as financial adviser to Bidco and no one else in connection
with the Acquisition and Morgan Stanley, its affiliates and their respective
directors, officers, employees and agents will not regard any other person as
their client, nor will they be responsible to anyone other than Bidco for
providing the protections afforded to clients of Morgan Stanley nor for
providing advice in connection with the Acquisition, the contents of this
announcement or any matter referred to herein.
This announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase, otherwise acquire, subscribe for,
sell or otherwise dispose of any securities or the solicitation of an offer to
buy any securities or any vote or approval in any jurisdiction, pursuant to
the Acquisition or otherwise.
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 or regulations of jurisdictions outside England and
Wales.
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) 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%
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 Takeover Panel's website at
http://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.
Rule 26.1
Publication on Website
A copy of this announcement shall be made available subject to certain
restrictions relating to persons resident in Restricted Jurisdictions on
Bidco's and Network's websites at www.neptune-offer.com and
https://investors.NetworkInternational.ae/investors/ respectively by no later
than 12 noon (London time) on the Business Day following the publication of
this announcement. For the avoidance of doubt, the contents of these websites
are not incorporated into and do not form part of this announcement.
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