REG - Huntsworth PLC - Scheme of Arrangement becomes effective

Royal Bank of CanadaAnnouncement

01/05/2020 08:05

RNS Number : 5765L
  
Huntsworth PLC
  
01 May 2020
  
 

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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
1 May 2020
RECOMMENDED CASH ACQUISITION
OF
HUNTSWORTH PLC ("HUNTSWORTH")
BY
CD&R ARTEMIS UK BIDCO LIMITED ("BIDCO")
a newly incorporated entity formed by Clayton, Dubilier & Rice, LLP in its capacity as adviser to Clayton, Dubilier & Rice, LLC as manager of CD&R Fund X
to be effected by means of a scheme of arrangement of Huntsworth under Part 26 of the Companies Act 2006
HUNTSWORTH SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 3 March 2020, the Boards of Huntsworth and Bidco announced that they had agreed the terms of a recommended cash offer by Bidco for the entire issued and to be issued ordinary share capital of Huntsworth (the "Acquisition") to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). The scheme document in relation to the Scheme was sent to Huntsworth Shareholders on 23 March 2020 (the "Scheme Document").
 
On 30 April 2020, Huntsworth announced that the High Court of Justice in England and Wales had sanctioned the Scheme at the Court Hearing.
Huntsworth and Bidco are pleased to announce that, following delivery of a copy of the Court Order to the Registrar of Companies today, the Scheme has now become effective in accordance with its terms and, pursuant to the Scheme, the entire issued and to be issued share capital of Huntsworth is now owned by Bidco.
Delisting of Huntsworth Shares
Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the de-listing of Huntsworth Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of Huntsworth Shares on the London Stock Exchange's main market for listed securities, which is expected to take place by 8:00 a.m. today.
 
Settlement of Consideration
 
As set out in the Scheme Document, a Scheme Shareholder on the register of members of Huntsworth at the Scheme Record Time, being 6.00 p.m. on 30 April 2020, will be entitled to receive 108 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively) within 14 days after the Effective Date.
 
Resignations of directors
 
As the Scheme has now become effective, Huntsworth duly announces that, as of today's date, David Lowden, Andrew Boland, Nicola Dulieu and Patricia Billingham have tendered their resignations and have stepped down from the Huntsworth Board.
 
Capitalised terms in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document.
Full details of the Acquisition are set out in the Scheme Document.
Enquiries













Huntsworth 


Tel: +44(0) 20 3861 3999 




Paul Taaffe, CEO 
Neil Jones, COO 
Ben Jackson, CFO 


















Rothschild & Co (financial adviser to Huntsworth) 
Warner Mandel 
Vicky Yuen van de Vorstenbosch 
Pietro Franchi 
  


Tel: +44(0) 20 7280 5000 




Dowgate Capital (corporate broker to Huntsworth) 
James Serjeant 
Simon Carter 
  


Tel: +44(0) 20 3903 7715 




Citigate Dewe Rogerson (PR adviser to Huntsworth) 


Tel: +44(0) 20 7638 9571 




Angharad Couch 
Nick Reading 
Elizabeth Kittle 
  








CD&R 

Eric Rouzier 


Tel: +44(0) 20 7747 3800 




BofA Securities (financial adviser to Bidco and CD&R) 


Tel: +44(0) 20 7628 1000 




Geoff Iles 








Gordon Butterworth 








Richard Abel 








Ben Winstanley 


















Houlihan Lokey (financial adviser to CD&R) 
Jonathan Harrison 
Larry DeAngelo 
Mark Martin 
  


Tel: +44(0) 20 7839 3355 
  




RBC Capital Markets (financial adviser to Bidco and CD&R) 


Tel: +44(0) 20 7653 4000 




Paul Tomasic 








Alexander Thomas 
  








Barclays (financial adviser to CD&R)  
Omar Faruqui 
Olga Tavolzhanskaya 
Will Thompson 
  


Tel: +44 (0) 20 7623 2323 
  




Teneo (PR adviser to Bidco and CD&R) 








Haya Herbert-Burns 


Tel: +44(0) 7342 031051 




Camilla Cunningham 


Tel: +44(0) 7464 982426 













  
Important notices 
N.M. Rothschild and Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to Huntsworth and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Huntsworth 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, the Acquisition or otherwise. 
Dowgate, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Huntsworth and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Huntsworth for providing the protections afforded to clients of Dowgate nor for providing advice in connection with any matter referred to herein. Neither Dowgate 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 Dowgate in connection with this announcement, any statement contained herein, the Acquisition or otherwise.
Merrill Lynch International ("BofA Securities"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively as financial adviser for Bidco and CD&R and for no one else and will not be responsible to anyone other than Bidco and CD&R for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither BofA Securities, 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 BofA Securities in connection with this announcement, any statement contained herein or otherwise. 
Houlihan Lokey EMEA, LLP ("Houlihan Lokey"), which is authorised and regulated by the UK Financial Conduct Authority, is acting exclusively for Clayton, Dubilier & Rice, LLC and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Clayton, Dubilier & Rice, LLC for providing the protections afforded to its clients or for providing advice in relation to such matters. Neither Houlihan Lokey nor any of its affiliates (nor any of 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 Houlihan Lokey in connection with this announcement, any statement contained herein or otherwise. 
RBC Capital Markets is the trading name for RBC Europe Limited, which is authorised by the PRA and regulated by the FCA and the PRA and is a subsidiary of Royal Bank of Canada. RBC Capital Markets is acting exclusively for Bidco and CD&R and for no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and CD&R for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither RBC Capital Markets, 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 RBC Capital Markets in connection with this announcement, any statement contained herein or otherwise. 
Barclays Bank PLC, acting through its Investment Bank,("Barclays") which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for CD&R and no one else in connection with the matters described herein and will not be responsible to anyone other than CD&R for providing the protections afforded to clients of Barclays nor for providing advice in relation to the matters described herein or any other matter referred to herein.
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose 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 (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).
This announcement does not constitute a prospectus or prospectus equivalent document.
This announcement has been prepared in accordance with English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
The Acquisition will be subject to, amongst other things, the applicable requirements of the Code, the Panel, London Stock Exchange plc and the FCA.
Overseas Shareholders
The availability of the Acquisition to Huntsworth Shareholders who are not resident in and citizens of the United Kingdom 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 should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Huntsworth Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. 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 Acquisition 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 Code, and permitted by applicable law and regulation, the Acquisition 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 and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition 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 vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover 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 Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Notice to US investors in Huntsworth
The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and thus 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 US.
If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, which is to be made into the US, such Takeover Offer will be made in compliance with the applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act.
It may be difficult for US holders of Huntsworth Shares to enforce their rights and any claim arising out of the US federal laws, since Bidco and Huntsworth are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Huntsworth Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Acquisition, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the US.
US Huntsworth Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. US Huntsworth Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.
In accordance with, and to the extent permitted by, the Code and normal UK market practice, Dowgate, BofA Securities, RBC Capital Markets, Barclays and their respective affiliates may continue to act as exempt principal traders or exempt market makers in Huntsworth Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In addition, in compliance with the Takeover Code and to the extent permitted under Rule 14e-5(b) under the US Exchange Act, Bidco, certain affiliated companies or their respective nominees, or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Huntsworth securities other than pursuant to the Acquisition, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices outside the United States until the date on which the Scheme becomes Effective, lapses or is otherwise withdrawn (or, if the Acquisition is implemented by way of a Takeover Offer, before or during the period in which such Takeover Offer would remain open for acceptance). To the extent required by Rule 14e-5(b)(12), such purchases, or arrangements to purchase, must comply with English law, the Code and the Listing Rules. Any information about such purchases will be disclosed to the Panel and, to the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, will be made available to all investors (including US investors) via the Regulatory Information Service on the London Stock Exchanges website, www.londonstockexchange.com.
Forward looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Huntsworth 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 and Huntsworth 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 Acquisition on Bidco and Huntsworth (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 "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 and Huntsworth believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Huntsworth 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 on the proposed terms and schedule; 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 Bidco and Huntsworth operate, 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 Bidco and Huntsworth 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 in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Huntsworth, nor any of their respective associates or directors, officers or advisers, provides 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 their legal or regulatory obligations, neither Bidco nor Huntsworth is under any obligation, and Bidco and Huntsworth expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Important Information
If Huntsworth Shareholders are in any doubt about the Acquisition, the contents of this announcement, the contents of the Scheme Document or the action they should take, they are recommended to seek their own financial advice immediately from their stockbroker, bank manager, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if they are in the United Kingdom, or from another appropriately authorised independent financial adviser if they are taking advice in a territory outside the United Kingdom.
Publication on a website
This announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on CD&R's website at https://www.cdr-inc.com/offer and on Huntsworth's website at https://www.huntsworth.com/news/offer-from-cdr-inc promptly and in any event by no later than 12 noon (London time) on the Business Day following the publication of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
 
 
 


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OUPSDAFASESSELL