REG - Vivo Energy - 2022 SPECIAL DIVIDEND CURRENCY EXCHANGE RATE (GBP)

Rothschild & Co SCAAnnouncement

27/07/2022 17:30

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RNS Number : 9715T  Vivo Energy PLC  27 July 2022

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

FOR IMMEDIATE RELEASE

27 July 2022

RECOMMENDED CASH OFFER

for

Vivo Energy plc

by

VIP II Blue B.V.

(a newly formed company ("BidCo"), being a wholly-owned indirect subsidiary of
Vitol Investment Partnership II Limited, itself being an investment vehicle
advised by employees of the Vitol Group)

to be effected by way of a scheme of arrangement under Part 26 of the UK
Companies Act 2006 (the "Act")

2022 SPECIAL DIVIDEND CURRENCY EXCHANGE RATE

On 25 November 2021, the boards of Vivo Energy plc (the "Company" or "Vivo")
and BidCo announced that they had reached agreement on the terms of a
recommended cash offer for all of the issued and to be issued ordinary share
capital of the Company not already owned by the Existing Vitol Shareholders
(the "Offer"). The Offer is to be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Act (the "Scheme"). Full details of
the Offer are set out in the Scheme Document published on 17 December 2021
(the "Scheme Document").

On 8 July 2022, Vivo declared a 2022 Special Dividend of USD $0.02 per Vivo
Share, payable (subject to the sanctioning of the Scheme by the Court and
without any consequential reduction in the Consideration) on or before 8
August 2022 to all Vivo Shareholders on the register of members of the Company
as at 6.00 p.m. on 22 July 2022 (except the Helios Entities, which have each
agreed to waive the right to receive the 2022 Special Dividend).

It was announced by Vivo on 22 July 2022 that the Scheme had been sanctioned
by the Court and on 25 July 2022 that the Scheme had become effective.

The default currency for payment of dividends by the Company is in US dollars.
For Vivo Shareholders who hold their shares through the London Stock Exchange,
and have elected to receive their dividends in GBP Sterling, this announcement
confirms the US Dollar / GBP Sterling exchange rate as at 27 July 2022,
applicable for the 2022 Special Dividend.

 2022 Special Dividend declared    Exchange Rate         Dividend paid in GBP Sterling

 2.00000 US cents per Vivo Share   USD$1.00 : £0.8265    1.653 pence per Vivo Share

 

The 2022 Special Dividend will be paid on or before 8 August 2022 to holders
of Vivo Shares who were on the register of members as at 6.00 p.m. on 22 July
2022 (except the Helios Entities, which have each agreed to waive the right to
receive the 2022 Special Dividend).

 

Terms defined in the Scheme Document dated 17 December 2021 have the same
meanings in this announcement.

Enquiries:

BidCo
+44 20 7973 4230 /

 
+44 7525 403796
Andrea Schlaepfer

Head of Corporate Communications

HSBC (Financial adviser to BidCo)
 
  +44 20 7991 8888

Keith Welch

Alex Thomas

James Novelli

Joe Weaving

Brunswick LLP (public relations adviser to
BidCo)                   +44 20 7404 5959

Patrick Handley

Vivo Energy plc
 
  +44 20 3034 3735

Giles Blackham

Head of Investor Relations

Rob Foyle

Head of Communications

J.P. Morgan
Cazenove
  +44 20 7742 4000

(Joint financial adviser and corporate broker to Vivo)

Dwayne Lysaght

James Janoskey

Richard Walsh

Rothschild & Co (Joint financial adviser to
Vivo)                      +44 20 7280 5000

John Deans

Edoardo Fassati

Numis Securities (Corporate broker to
Vivo)                             +44 207 260 1000

Stuart Dickson

George Price

JSE Sponsor:

J.P. Morgan Equities South Africa Proprietary Limited

Tulchan Communications (public relations adviser to Vivo)   +44 207 353 4200

Martin Robinson

Harry Cameron

Akin Gump LLP is acting as legal adviser to BidCo as to English law.
Freshfields Bruckhaus Deringer LLP is acting as legal adviser to Vivo as to
English Law. Bowmans is acting as legal adviser to BidCo as to South African
Law and Werksmans is acting as legal adviser to Vivo as to South African law.

 

Important notices relating to financial advisers

HSBC, which is authorised by the Prudential Regulation Authority (the "PRA")
and regulated by the PRA and the Financial Conduct Authority (the "FCA") in
the United Kingdom, is acting exclusively for Vitol and BidCo and no one else
in connection with the Offer and will not be responsible to anyone other than
Vitol and BidCo for providing the protections afforded to clients of HSBC nor
for giving advice in relation to the Offer or any matter or arrangement
referred to in this announcement. Neither HSBC, nor any of its group
undertakings 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 HSBC in
connection with this announcement, any statement contained herein or
otherwise. HSBC has given, and not withdrawn, its consent to the inclusion in
this announcement of the references to its name in the form and context in
which they appear.

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United
Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA.
J.P. Morgan Cazenove is acting as financial adviser exclusively for Vivo and
no one else in connection with the matters set out in this announcement and
will not regard any other person as its client in relation to such matters and
will not be responsible to anyone other than Vivo for providing the
protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or
for providing advice in relation to any matter or arrangement referred to
herein.

J.P. Morgan Equities South Africa Proprietary Limited is acting exclusively as
JSE sponsor to Vivo and no one else in connection with the matters set out in
this announcement, and will be subject to the requirements imposed on such a
sponsor under the JSE Listings Requirements.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the FCA in the United Kingdom, is acting
exclusively for Vivo and no one else in connection with the matters described
in this announcement and will not be responsible to anyone other than Vivo for
providing the protections afforded to clients of Rothschild & Co nor for
providing advice in connection with any matter referred to herein. Neither
Rothschild & Co nor any of its affiliates (nor their respective directors,
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
Rothschild & Co in connection with this announcement, any statement
contained herein or otherwise.

Numis Securities Limited ("Numis"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as Corporate
Broker exclusively for Vivo and no one else in connection with the matters set
out in this announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be responsible to
anyone other than Vivo for providing the protections afforded to clients of
Numis, nor for providing advice in relation to any matter referred to herein.

This announcement is for information purposes only. It is not intended to and
does not constitute, or form part of, any offer or invitation or the
solicitation of any offer to sell or purchase any securities or the
solicitation of any offer to otherwise acquire, subscribe for, sell or
otherwise dispose of any security pursuant to the Offer or otherwise. The
Offer shall be made solely by means of the Scheme Document, which, together
with the Forms of Proxy and the Form of Election (if applicable), shall
contain the full terms and conditions of the Offer, including details of how
to vote in respect of the Offer. Any vote in respect of, acceptance or other
response to the Offer should be made only on the basis of the information
contained in the Scheme Document read in its entirety.

This announcement does not constitute a prospectus or prospectus equivalent
document.

Overseas Shareholders

The availability of the Offer to Vivo Shareholders who are not resident in and
citizens of the United Kingdom or South Africa may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom or South Africa
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Offer disclaim any responsibility or liability for
the violation of such restrictions by any person. Further details in relation
to Overseas Shareholders are contained in the Scheme Document.

Unless otherwise determined by BidCo or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer will 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. Copies of this
announcement and any formal documentation relating to the Offer 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 and persons
receiving such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related purported
acceptance in respect of the Offer. The Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.

In accordance with the Takeover Code, normal United Kingdom market practice
and Rule 14e-5(b) of the US Exchange Act, HSBC and its respective affiliates
will continue to act as exempt principal trader in Vivo securities on the
London Stock Exchange. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom pursuant to
the Takeover Code will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly disclosed:
(i) in the US to the extent that such information is made public in the United
Kingdom, and (ii) in South Africa, on the Stock Exchange News Service of the
JSE, to the extent that it is reported to a Regulatory Information Service on
the London Stock Exchange's website.

This announcement has been prepared for the purpose of complying with English
law, the Takeover Code, the Market Abuse Regulation (EU) no. 596/2014, the
Market Abuse Regulation (EU) no. 596/2014 (as it forms part of the laws of the
UK by virtue of the European Union (Withdrawal) Act 2018 (as amended)), the
Disclosure Guidance and Transparency Rules, and the Listing Rules, 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 of England and Wales.

The information contained in this announcement constitutes factual information
as contemplated in section 1(3)(a) of the South African Financial Advisory and
Intermediary Services Act, 37 of 2002, as amended ("Fais Act") and should not
be construed as an express or implied advice, recommendation, guide or
proposal that any particular transaction in respect of the Offer, is
appropriate to the particular investment objectives, financial situations or
needs of a shareholder or offeree, and nothing in this announcement should be
construed as constituting the canvassing for, or marketing or advertising of,
financial services in South Africa. BidCo is not a financial services provider
licensed as such under the Fais Act.

Nothing in this announcement should be viewed, or construed, as "advice", as
that term is used in the South African Financial Markets Act, 19 of 2012, as
amended.

Notice to U.S. investors in Vivo

The Offer relates to shares of a UK company and is proposed to be effected by
means of a scheme of arrangement under the laws of England and Wales. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.

Accordingly, the Offer is expected to be made subject to the disclosure and
procedural requirements and practices applicable in the United Kingdom and to
schemes of arrangement under the laws of England and Wales which differ from
the disclosure and other requirements of the United States tender offer and
proxy solicitation rules. Neither the US Securities Exchange Commission, nor
any securities commission of any state of the United States, has approved the
Offer, passed upon the fairness of the Offer or passed upon the adequacy or
accuracy of this document. Any representation to the contrary is a criminal
offence in the United States.

However, if BidCo were to elect (with the consent of the Panel) to implement
the Offer by means of a takeover offer, such takeover offer shall be made in
compliance with all applicable United States laws and regulations, including
any applicable exemptions under the US Exchange Act. Such a takeover would be
made in the United States by BidCo and no one else.

In the event that the Offer is implemented by way of a takeover offer, in
accordance with normal United Kingdom practice, BidCo or its nominees, or its
brokers (acting as agents), may from time to time make certain purchases of,
or arrangements to purchase, shares or other securities of Vivo outside of the
United States, other than pursuant to the Offer, until the date on which the
Offer and/or Scheme becomes effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases or arrangements to purchase shall be disclosed as required in the
UK, shall be reported to a Regulatory Information Service and shall be
available on the London Stock Exchange website at www.londonstockexchange.com.
This information will also be publicly disclosed in South Africa, on Stock
Exchange News Service of the JSE, to the extent that it is reported to a
Regulatory Information Service on the London Stock Exchange's website.

Each Vivo Shareholder is urged to consult their independent professional
adviser immediately regarding the tax consequences of the Offer applicable to
them, including under applicable United States state and local, as well as
overseas and other, tax laws.

Financial information relating to Vivo included in this announcement and the
Scheme Document has been or shall have been prepared in accordance with
accounting standards applicable in the United Kingdom and may not be
comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.

Vivo is organised under the laws of a country other than the United States.
Some or all of the officers and directors of Vivo, respectively, are residents
of countries other than the United States. In addition, most of the assets of
Vivo are located outside the United States. As a result, it may be difficult
for US shareholders of Vivo to effect service of process within the United
States upon Vivo or its officers or directors or to enforce against them a
judgment of a US court predicated upon the federal or state securities laws of
the United States.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Offer, and other information
published by BidCo 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 of the management of BidCo 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 announcement include
statements relating to the expected effects of the Offer on BidCo, the Vitol
Group, the Vivo Group and Vivo (including their future prospects, developments
and strategies), the expected timing and scope of the Offer 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" or "does not expect", "is expected", "is subject to",
"budget", "projects", "strategy", "scheduled", "estimates", "forecasts",
"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. Although BidCo believes that the expectations
reflected in such forward-looking statements are reasonable, BidCo 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
Offer; the ability to obtain requisite regulatory and shareholder approvals;
future market conditions; changes in general economic and business conditions;
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 each of the Vitol
Group and the Vivo Group operates; weak, volatile or illiquid capital and/or
credit markets; changes in tax rates; interest rate and currency value
fluctuations; the degree of competition in the geographic and business areas
in which each of the Vitol Group and the Vivo Group operates; and changes in
laws or in supervisory expectations or requirements. Other unknown or
unpredictable factors could 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. Neither BidCo, nor
any persons acting in concert with it, nor any of its 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 announcement will actually occur. You are cautioned not to
place any reliance on these forward-looking statements. Other than in
accordance with its legal or regulatory obligations, BidCo is not under any
obligation, and 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.

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