REG - ContourGlobal PLC - De-listing and cancellation of trading of shares
21/12/2022 10:00
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RNS Number : 4615K ContourGlobal PLC 21 December 2022
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
21 December 2022
FOR IMMEDIATE RELEASE
CONTOURGLOBAL PLC
DE-LISTING AND CANCELLATION OF TRADING OF CONTOURGLOBAL PLC
SHARES
Further to the announcement made by ContourGlobal plc ("ContourGlobal") on 20
December 2022, ContourGlobal today announces that, following an application by
ContourGlobal, the Financial Conduct Authority has cancelled the listing of
ContourGlobal Shares on the premium listing segment of the Official List and
the London Stock Exchange has cancelled the admission to trading of
ContourGlobal Shares on the London Stock Exchange's main market for listed
securities, in each case with effect from 8:00 a.m. (London time) today, 21
December 2022.
Capitalised terms used in this Announcement shall, unless otherwise defined,
have the meanings given to them in the circular published on 13 June 2022 in
relation to the recommended cash offer by Cretaceous Bidco Limited ("Bidco"),
a newly formed company indirectly owned by funds advised by Kohlberg Kravis
Roberts & Co. L.P. ("KKR"), for the entire issued and to be issued
ordinary share capital of ContourGlobal, to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme Document").
Full details of the Acquisition are set out in the Scheme Document published
on 13 June 2022.
Enquiries:
ContourGlobal +44 (0) 20 3626 9030
Amanda Schreiber
Goldman Sachs International (lead financial adviser +44 (0) 20 7774 1000
to ContourGlobal
Gonzalo Garcia
Nimesh Khiroya
Brian O'Keefe
Marco Messeri
J.P Morgan Cazenove (sole financial adviser to Bidco) +44 (0) 20 7742 4000
Dwayne Lysaght
Matteo Malesani
Jonty Edwards
Evercore Partners International LLP (financial adviser +44 (0) 20 7653 6000
and Rule 3 adviser to ContourGlobal)
Julian Oakley
Mark Connell
Finsbury Glover Hering (PR adviser to Bidco and KKR) +44 (0) 20 7251 3801
Faeth Birch KKR-LON@fgh.com
Alastair Elwen
Sophia Johnston
Brunswick +44 (0) 20 7404 5959
Charles Pretzlik
William Medvei
Emily Trapnell
Slaughter and May is acting as legal adviser to ContourGlobal in connection
with the Acquisition.
Simpson Thacher & Bartlett LLPis acting as legal adviser to Bidco in
connection with the Acquisition.
Important notice
This Announcement does not constitute an offer or invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy any
securities pursuant to this Announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful.
This Announcement does not constitute a prospectus or prospectus-equivalent
document.
Notices relating to Financial Advisers
Goldman Sachs International, which is authorised by the PRA and regulated by
the FCA and the PRA in the UK, is acting exclusively for ContourGlobal and no
one else in connection with the Acquisition and will not be responsible to
anyone other than ContourGlobal for providing the protections afforded to
clients of Goldman Sachs International or for providing advice in connection
with the matters referred to in this Announcement. No representation or
warranty, express or implied, is made by Goldman Sachs International as to the
contents of this Announcement. Goldman Sachs International and/or its
affiliates have provided and may provide further exchange rate risk management
products to Reservoir Capital or any parties related to it in connection with
the Acquisition for which they could receive payment(s), earn a profit and/or
suffer or avoid a loss contingent on the closing of the Acquisition (and the
quantum of such amounts may potentially be significantly in excess of the fees
earned by the relevant adviser for its services provided to the Company in
connection with the Acquisition).
Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively as financial
adviser to ContourGlobal and no one else in connection with the Acquisition
and will not be responsible to anyone other than ContourGlobal for providing
the protections afforded to clients of ContourGlobal nor for providing advice
in connection with the matters referred to herein. Neither ContourGlobal nor
any of its subsidiaries, branches or 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 Evercore in connection with this Announcement, any statement
contained herein, the Acquisition or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on Evercore by
FSMA, or the regulatory regime established thereunder, or under the regulatory
regime of any jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither Evercore
nor any of its affiliates accepts any responsibility or liability whatsoever
for the contents of this Announcement, and no representation, express or
implied, is made by it, or purported to be made on its behalf, in relation to
the contents of this Announcement, including its accuracy, completeness or
verification of any other statement made or purported to be made by it, or on
its behalf, in connection with ContourGlobal or the matters described in this
Announcement. To the fullest extent permitted by applicable law, Evercore and
its affiliates accordingly disclaim all and any responsibility or liability
whether arising in tort, contract or otherwise (save as referred to above)
which they might otherwise have in respect of this Announcement or any
statement contained therein.
J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove, and which is authorised in the United Kingdom by the
PRA and regulated by the PRA and the FCA, is acting as financial adviser
exclusively for Bidco and no one else in connection with the Acquisition and
will not regard any other person as its client in relation to the Acquisition
and will not be responsible to anyone other than Bidco for providing the
protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor
for providing advice in relation to the Acquisition or any other matter or
arrangement referred to herein.
No person has been authorised to give any information or make any
representations other than those contained in this Announcement and, if given
or made, such information or representations must not be relied upon as having
been authorised by ContourGlobal, the ContourGlobal Directors, Bidco, the
Bidco Directors or by Goldman Sachs International, Evercore, J.P. Morgan
Cazenove or any other person involved in the Acquisition. Neither the delivery
of this Announcement nor holding the Meetings, the Scheme Court Hearing, or
filing the Court Order shall, under any circumstances, create any implication
that there has been no change in the affairs of the ContourGlobal Group or the
Bidco Group since the date of this Announcement or that the information in, or
incorporated into, this Announcement is correct as at any time subsequent to
its date.
Overseas Jurisdictions
This Announcement has been prepared for the purposes of complying with English
law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance
and Transparency Rules and the Listing Rules 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
and Wales.
The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law
and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves of, and observe, any
applicable requirements of their jurisdictions.
General
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 or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.
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