REG - ScS Group plc - Update on satisfaction of regulatory conditions

SCSAnnouncement

09/01/2024 16:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240109:nRSI1396Za&default-theme=true

RNS Number : 1396Z  ScS Group PLC  09 January 2024

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

9 January 2024

For immediate release

Recommended Cash OFFER FOR

SCS GROUP PLC

BY

CEREZZOLA LIMITED

(a wholly-owned subsidiary of Poltronesofà S.p.A)

Update on satisfaction of regulatory conditions

On 24 October 2023, the boards of Cerezzola Limited ("BidCo"), a newly
incorporated wholly-owned subsidiary of Poltronesofà S.p.A ("Poltronesofà"),
and ScS Group Plc ("ScS") announced that they had reached agreement on the
terms of a recommended cash offer by BidCo to acquire the entire issued and to
be issued ordinary share capital of ScS (the "Acquisition"). The Acquisition
is being implemented by means of a court sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").

The circular in relation to the Scheme, including the notices convening the
Court Meeting and the General Meeting in connection with the Acquisition, was
published on 29 November 2023 (the "Scheme Document"). Capitalised terms used
in this announcement shall, unless otherwise defined, have the same meanings
as set out in the Scheme Document.

On 21 December 2023, ScS announced that the Scheme was approved by the
requisite majority of Scheme Shareholders at the Court Meeting and the
Resolution in connection with the implementation of the Scheme was passed by
the requisite majority of ScS Shareholders at the General Meeting.

The Acquisition and, accordingly, the Scheme are subject to the satisfaction
(or, where applicable, the waiver) of the Conditions as set out in Part A of
Part 3 of the Scheme Document, including the Regulatory Conditions relating to
the receipt of certain regulatory approvals from regulators in the UK.

ScS is pleased to confirm that the Regulatory Conditions relating to the
receipt of certain financial regulatory approvals (being those set out in
paragraph 3 of Part A of Part 3 of the Scheme Document) have been satisfied.

Next steps and timetable

The Acquisition and the Scheme remain subject to certain other Conditions,
including sanction of the Scheme by the Court at the Sanction Hearing, which
is expected to take place on 26 January 2024, the delivery of a copy of the
Court Order (together with a copy of the Scheme and all documents required to
be annexed thereto) to the Registrar of Companies for registration and the
satisfaction (or, where applicable, the waiver) of the other Conditions, as
set out in Part A of Part 3 of the Scheme Document. Subject to the
satisfaction (or, where applicable, the waiver) of those conditions, the
Scheme is expected to become Effective on 30 January 2024.

The expected timetable of principal events for the implementation of the
Scheme is set out below.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown are London times. All dates and times are indicative only, are
based on ScS's and Poltronesofà's current expectations and are subject to
change. If any of the key dates and/or times in this expected timetable
change, the revised key dates and/or times will be notified to ScS
Shareholders by announcement through a Regulatory Information Service, with
such announcement also being made available on ScS's website at
www.scsplc.co.uk/investors.

 Event                                                                           Time/date
 Sanction Hearing to sanction the Scheme                                         26 January 2024
 Last day of dealings in, and for registration of transfers of, and disablement  29 January 2024
 in CREST of, ScS Shares
 Scheme Record Time                                                              6.00 p.m. on 29 January 2024
 Suspension of listing of and dealings in ScS Shares                             By 7.30 a.m. on 30 January 2024
 Effective Date                                                                  30 January 2024((1))
 Cancellation of listing of ScS Shares                                           By 8.00 a.m. on 31 January 2024
 Latest date for despatch of cheques / settlement through CREST                  Within 14 days of the Effective Date
 Latest date by which the Scheme must be implemented (Long Stop Date)            11.59 p.m. on 30 September 2024 ((2))

 

1.   Following sanction of the Scheme by the Court, the Scheme will become
Effective in accordance with its terms upon a copy of the Court Order being
delivered to the Registrar of Companies. This is presently expected to occur
within two Business Days of receipt of the Court Order, subject to
satisfaction or (where capable of waiver), waiver of the Conditions. ScS
expects that subject to the satisfaction (or, where applicable, waiver) of the
Conditions in Part 3 (Conditions to and Further Terms of the Acquisition) of
this document, the Scheme will become Effective during Q1 2024.

2.   This is the latest date by which the Scheme may become Effective. This
date may be extended to such date as ScS and BidCo may (with the consent of
the Panel and, if required, the consent of the Court) agree.

Enquiries

 

 Poltronesofà                                                   +39 0543 757011
 Renzo Ricci, Sole Director
 Nicola Sautto, Chief Financial Officer
 Goldman Sachs (Financial adviser to Poltronesofà)              +44 (0)207 774 1000
 Chris Emmerson
 Giuseppe Pipitone
 ScS Group plc                                                  +44 (0)20 7466 5000
 Steve Carson, Chief Executive Officer
 Mark Fleetwood, Chief Financial Officer
 Chris Muir, Executive Director
 Shore Capital (Financial adviser and Broker to ScS)            +44 (0)20 7408 4050
 Patrick Castle
 James Thomas
 Iain Sexton
 Ben Canning
 Buchanan Communications Limited (Financial PR adviser to ScS)  +44 (0)20 7466 5000
 Richard Oldworth                                               scs@buchanan.uk.com (mailto:scs@buchanan.uk.com)
 Toto Berger
 Verity Parker
 Image Building S.r.l. (PR adviser to Poltronesofà)             +39 0289011300
 Giuliana Paoletti                                              poltronesofa@imagebuilding.it
 Rafaella Casula
 Giusy Fusco

 

Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as legal adviser
to Poltronesofà in connection with the Acquisition. Ward Hadaway LLP is
acting as legal adviser to ScS in connection with the Acquisition.

Disclaimers

Goldman Sachs, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority is acting as financial adviser to Poltronesofà
and BidCo and no one else in connection with the Acquisition referred to in
this announcement and will not be responsible to anyone other than
Poltronesofà and BidCo for providing the protections afforded to clients of
Goldman Sachs or for providing advice in relation to the contents of this
announcement or any other matter referred to herein.

Shore Capital, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority is acting as financial adviser and broker to ScS
and no one else in connection with the Acquisition referred to in this
announcement and will not be responsible to anyone other than ScS for
providing the protections afforded to clients of Shore Capital or for
providing advice in relation to the contents of this announcement or any other
matter referred to herein.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer, invitation or the
solicitation of an offer to purchase or subscribe, 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 is subject to English law and to the applicable requirements
of the Code, the Panel, the Listing Rules, the London Stock Exchange and the
FCA.

 

The Acquisition will be made solely by way of the Scheme Document, which
contains the full terms and conditions of the Acquisition. ScS Shareholders
are advised to read the formal documentation in relation to the Acquisition
carefully once. Each ScS Shareholder is urged to consult his or her
independent professional adviser regarding the tax consequences of the
Acquisition.

 

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

 

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, accountant
or from an independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended).

 

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 of jurisdictions outside England.

 

Overseas shareholders

 

The release, publication or distribution of this announcement in 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 (including Restricted Jurisdictions) should inform themselves about,
and observe, any applicable legal or regulatory requirements. In particular,
the ability of persons who are not resident in the United Kingdom or who are
subject to the laws of another jurisdiction to vote their ScS Shares in
respect of the Scheme at the Court Meeting, or to execute and deliver Forms of
Proxy appointing another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located
or to which they are subject. Any failure to comply with applicable legal or
regulatory requirements of any jurisdiction may constitute a violation of
securities laws in that jurisdiction. To the fullest extent permitted by law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any
person. 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 of jurisdictions outside England.

 

The Acquisition will not be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign commerce of, or
any facility of a national, state or other securities exchange of, a
Restricted Jurisdiction, and the Acquisition will not be capable of acceptance
by any such use, means, instrumentality or facility or from within a
Restricted 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 or any jurisdiction where to do so
would constitute a violation of the laws of such jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of acceptance 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 use of the mails or any other
means or instrumentality (including, without limitation, facsimile, e-mail or
other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or any facility of 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, instrumentality or facilities or from
within any Restricted Jurisdiction.

 

Further details in relation to ScS Shareholders in overseas jurisdictions are
contained in the Scheme Document.

 

Additional information for US investors in ScS

 

The Acquisition relates to the shares of an English company and is being made
by way of a scheme of arrangement provided for under Part 26 of the Companies
Act. The Acquisition, where implemented by way 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 Acquisition and the Scheme will be
subject to the disclosure requirements and practices applicable to a scheme of
arrangement involving a target company incorporated in the UK and listed on
the London Stock Exchange, which differ from the disclosure requirements of US
tender offer and proxy solicitation rules. If, in the future, Poltronesofà
exercises its right to implement the Acquisition by way of a Takeover Offer
and determines to extend the Takeover Offer into the United States, the
Acquisition will be made in compliance with applicable US laws and
regulations.

Forward-looking statements

This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of ScS and certain
plans and objectives of BidCo, Poltronesofà and ScS.

These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. These statements are based on
assumptions and assessments made by ScS, BidCo and Poltronesofà in light of
their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate,
and therefore are subject to risks and uncertainties which could cause actual
results to differ materially from those expressed or implied by those
forward-looking statements.

Forward-looking statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aim",
"will", "continue", "may", "would", "could", "should" or other words of
similar meaning or the negative thereof. Forward-looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, economic performance, synergies, financial conditions,
market growth, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the operations of the
Wider Poltronesofà Group or the Wider ScS Group; and (iii) the effects of
government regulation on the business of the Wider Poltronesofà Group or the
Wider ScS Group. There are many factors which could cause actual results to
differ materially from those expressed or implied in forward-looking
statements. Among such factors are changes in the global, political, economic,
business, competitive or market landscape and regulatory forces, future
exchange and interest rates, changes in tax rates and future business
combinations or disposals.

These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. By their nature, these
forward-looking statements involve known and unknown risks and uncertainties
because they relate to events and depend on circumstances that will occur in
the future. The factors described in the context of such forward-looking
statements in this announcement may cause the actual results, performance or
achievements of any such person, or industry results and developments, to be
materially different from any results, performance or achievements expressed
or implied by such forward-looking statements. No assurance can be given that
such expectations will prove to have been correct and persons reading this
announcement are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. All subsequent oral or written forward-looking statements
attributable to Poltronesofà, BidCo or ScS or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary statement
above. Neither Poltronesofà, BidCo nor ScS undertakes any obligation to
update publicly or revise forward-looking statements, whether as a result of
new information, future events or otherwise, except to the extent legally
required.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this announcement is intended as a profit forecast or estimate
for any period or a quantified financial benefits statement and no statement
in this announcement should be interpreted to mean that earnings or earnings
per ordinary share, for Poltronesofà, BidCo or ScS respectively, for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share for
Poltronesofà, BidCo or ScS, respectively.

Publication on website

A copy of this announcement and the documents required to be published
pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available
(subject to certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at www.poltronesofa-offer.com and at
www.scsplc.co.uk/investors and by no later than 12 noon on the Business Day
following the date of this announcement.

Neither the contents of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms
part of, this announcement.

Hard copy documents

In accordance with Rule 30.3 of the Code, ScS Shareholders, persons with
information rights and participants in the ScS Share Schemes may request a
hard copy of this announcement by contacting ScS's Registrars, Equiniti
Limited, on +44 (0)371 384 2050 or by submitting a request in writing to
Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA,
United Kingdom. The Shareholder Helpline is open from 8.30 a.m. to 5.30 p.m.
(London time) Monday to Friday (except English and Welsh public holidays).
Calls are charged at the standard geographical rate and will vary by provider.
Calls from outside the United Kingdom will be charged at the applicable
international rate. Please ensure the country code is used if calling from
outside the United Kingdom.

Please note the Shareholder Helpline cannot provide advice on the merits of
the Acquisition or the Scheme nor give any financial, investment, legal or tax
advice.

For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information be sent to them in relation to the Acquisition
in hard copy form.

Information relating to ScS Shareholders

Addresses, electronic addresses and certain other information provided by ScS
Shareholders, persons with information rights and other relevant persons for
the receipt of communications from ScS may be provided to Poltronesofà and
BidCo during the Offer Period as required under Section 4 of Appendix 4 of the
Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the 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 (as defined in the Code) 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 (as defined in the Code) 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 (as defined in the Code)
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 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. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44(0)20 7638 0129.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  UPDBLMFTMTMMBMI