REG - TClarke PLC - Wider Regent Group Interests in TClarke Shares

TclarkeAnnouncement

16/04/2024 16:45

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RNS Number : 8560K  TClarke PLC  16 April 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

16 April 2024

RECOMMENDED CASH ACQUISITION

OF

TCLARKE PLC

BY

REGENT ACQUISITIONS LIMITED

 

Update on the interests of the Wider Regent Group in TClarke Shares

 

Earlier today, the boards of directors of Regent Acquisitions Limited
("Regent") and TClarke plc ("TClarke") made an announcement pursuant to Rule
2.7 of the Code (the "Rule 2.7 Announcement") of Regent's firm intention to
make a recommended cash offer for the entire issued and to be issued share
capital of TClarke not already held by any member of the Wider Regent Group
(the "Acquisition").

Pursuant to the requirements under Rule 2.7(c)ix of the Takeover Code, Regent
confirms that as at the close of business on 15 April 2024, being the last
Business Day prior to the date of the Rule 2.7 Announcement, the Wider Regent
Group, including for these purposes any TClarke Shares held as nominee for the
Wider Regent Group's pension scheme, has an interest in TClarke Shares (being
11,366,407 TClarke Shares representing approximately 21.51 per cent. of the
existing issued share capital of TClarke as of that date), as more
particularly described in the table below.

 

 Beneficial Holder                     Registered Holder                        Number of TClarke Shares owned  Percentage of TClarke Shares*

 Regent Acquisitions Limited           Interactive Brokers LLC                  1,150,189                       2.18%

 Regent Gas Holdings Limited           Diagonal Nominees Ltd                    10,136,218                      19.18%

 Regent Gas Retirement Benefit Scheme  Interactive Investors Services Nominees  80,000                          0.15%
                                                                                11,366,407                      21.51%

 

*Percentage of TClarke's issued share capital as at 15 April 2024, being the
last Business Day prior to the date of the Rule 2.7 Announcement.

Capitalised terms used in this announcement (the "Announcement"), unless
otherwise defined, shall have the meanings given to them in the Rule 2.7
Announcement.

Enquiries:

 Regent Acquisitions Limited                                    +44 (0) 20 8896 6000

 Deep Valecha
 SPARK Advisory Partners Limited (Financial Adviser to Regent)  +44 (0) 20 3368 3550

 Matt Davis

James Keeshan

 Adam Dawes

Important Notices

SPARK Advisory Partners Limited ("SPARK"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as financial adviser to Regent and
no-one else in connection with the matters described in this Announcement and
will not be responsible to anyone other than Regent for providing the
protections afforded to clients of SPARK or for providing advice in connection
with the matters referred to in this Announcement. Neither SPARK 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 SPARK in connection with this
Announcement, any statement contained herein, the Acquisition or otherwise. No
representation or warranty, express or implied, is made by SPARK as to the
contents of this Announcement.

Inside Information

This Announcement contains inside information as stipulated under the Market
Abuse Regulation no 596/2014 (incorporated into UK law by virtue of the
European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019). Upon the publication of this
Announcement via a Regulatory Information Service, this inside information is
now considered to be in the public domain.

Further information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form any part of any offer, invitation or the
solicitation of an offer 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, nor
shall there be any sale, issuance or transfer of securities of TClarke in any
jurisdiction in contravention of applicable law. The Acquisition will be made
and implemented solely pursuant to the terms of the Scheme Document (or if the
Acquisition is implemented by way of a Takeover Offer, the Offer Document),
which, together with the Forms of Proxy, will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the Acquisition. Any vote in respect of, or other response to, the Acquisition
should be made only on the basis of the information contained in the Scheme
Document (or if the Acquisition is implemented by way of a Takeover Offer, the
Offer Document).

Regent and TClarke will prepare the Scheme Document (or if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document) to be distributed
to (amongst others) TClarke Shareholders. Regent and TClarke urge TClarke
Shareholders to read the Scheme Document (or if the Acquisition is implemented
by way of a Takeover Offer, the Offer Document) when it becomes available
because it will contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

The statements contained in this Announcement are made as at the date of this
Announcement, unless some other times is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.

Overseas Shareholders

This Announcement has been prepared in accordance with, and for the purposes
of complying with, English law, the Code, the Market Abuse Regulation, the
Listing Rules and the Disclosure Guidance and Transparency 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.

The release, publication or distribution of this Announcement in, into or from
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 about, and observe, any
applicable legal or regulatory requirements.

The availability of the Acquisition to TClarke Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdiction in which they are located or of which they are a
citizen. Persons who are not resident in the United Kingdom should inform
themselves of, and observe any applicable legal or regulatory requirements of
their jurisdictions. Any person (including, without limitation, nominees,
trustees and custodians) who would, or otherwise intends to, forward this
Announcement, the Scheme Document or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to vote their
TClarke Shares at the Court Meeting or the General Meeting, or to execute and
deliver Forms of Proxy appointing another to vote their TClarke Shares in
respect of the Court Meeting or the General Meeting on their behalf, may be
affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may
constitute a violation of the laws and/or regulations of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility and
liability for the violation of such restrictions by any person. Further
details in relation to Overseas Shareholders will be contained in the Scheme
Document.

Unless otherwise determined by Regent or required by the Code, and permitted
by applicable law and regulation, the Acquisition will not be made, in whole
or in part, directly or indirectly, in or into or from a Restricted
Jurisdiction where to do so would constitute a violation of the relevant laws
or regulations of such jurisdiction and no person may vote in favour of the
Acquisition 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 relation 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.

The Acquisition will be subject to English law and the jurisdiction of the
Court, and the applicable requirements of the Takeover Code, the Takeover
Panel, the FCA, the London Stock Exchange (including pursuant to the Listing
Rules) and the Registrar of Companies.

Notice to US investors in TClarke

The Acquisition relates to the securities of an English company and is
proposed to be effected by means of a scheme of arrangement under English law.
This Announcement, the Scheme Document and certain other documents relating to
the Acquisition have been or will be prepared in accordance with English law,
the Code and UK disclosure requirements, format and style, all of which differ
from those in the United States. 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 Securities Exchange Act of 1934, as amended
(the "US Exchange Act"). Accordingly, the Acquisition is subject to the
procedural and disclosure requirements of and practices applicable in the UK
to schemes of arrangement, which differ from the procedural and disclosure
requirements of the United States tender offer and proxy solicitation rules.
However, if Regent elects to implement the Acquisition by way of a Takeover
Offer and determines to extend the offer into the United States, the Takeover
Offer will be made in compliance with applicable United States laws and
regulations, including, without limitation and to the extent applicable, under
section 14(e) of the US Exchange Act and Regulation 14E thereunder, as well as
the US Securities Act of 1933, as amended.

Financial statements, and all financial information that is included in this
Announcement or that may be included in the Scheme Document, or any other
documents relating to the Acquisition, have been or will be prepared in
accordance with International Financial Reporting Standards or other reporting
standards or accounting practice which may not be comparable to financial
statements of companies in the United States or other companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.

The receipt of cash by a US holder of TClarke Shares as consideration for the
transfer of its Scheme Shares pursuant to the Scheme may be a taxable
transaction for United States federal income tax purposes and under applicable
United States state and local, as well as foreign and other, tax laws. Each
TClarke Shareholder (including US holders) is urged to consult its independent
professional adviser immediately regarding the tax consequences of the
Acquisition applicable to them.

It may be difficult for US holders of TClarke Shares to enforce their rights
and claims arising out of the US federal securities laws, since Regent and
TClarke are located in countries other than the United States, and some of
their officers and directors may be residents of countries other than the
United States. US holders of TClarke Shares may have difficulty effecting
service of process within the United States upon those persons or recovering
against judgments of US courts, including judgments based upon the civil
liability provisions of the US federal securities laws. US holders of TClarke
Shares may not be able to sue a non-US company or its officers or directors in
a non-US court for violations of 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.

In accordance with normal UK practice and consistent with Rule 14e-5(b) of the
US Exchange Act, Regent, certain affiliated companies and their nominees or
brokers (acting as agents) may make certain purchases of, or arrangements to
purchase, shares in TClarke outside of the US, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme becomes
Effective in accordance with its terms, lapses or is otherwise withdrawn. If
such purchases or arrangements to purchase were to be made, they would be made
outside the United States and would comply with applicable law, including the
US Exchange Act. These purchases could 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 will be disclosed
as required in the UK, will be reported to a Regulatory Information Service
and will be available on the London Stock Exchange website at
www.londonstockexchange.com (http://www.londonstockexchange.com) .

This Announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in the United States.

Neither the US Securities and Exchange Commission nor any securities
commission of any state or other jurisdiction of the United States has
approved the Acquisition, passed upon the fairness of the Acquisition, or
passed upon the adequacy or accuracy of this Announcement. Any representation
to the contrary is a criminal offence in the United States.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement and the
documents required to be published under Rule 26 of the Code, will be made
available (subject to certain restrictions relating to persons resident in
Restricted Jurisdictions), free of charge, on TClarke's website at:
www.tclarke.co.uk/investors
(https://gbr01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.tclarke.co.uk%2Finvestors&data=05%7C02%7CEdward.Robson%40simmons-simmons.com%7C33bb81dc7dcb46e569aa08dc5d746370%7C9c0035ef4799443f8b14c5d60303e8cd%7C0%7C0%7C638488001693888928%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=uveN%2F3IYyKGPDYIEIBv8LfWxDw0%2B58c%2BVFlP38HZ8zA%3D&reserved=0)
and on Regent's website at https://www.regentacquisitions.co.uk
(https://www.regentacquisitions.co.uk) by no later than 12:00 noon on the
Business Day following the date of this Announcement. For the avoidance of
doubt, 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.

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.

Dealing and Opening Position 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 p.m. (London time) on the 10th
business day 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
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 p.m. (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
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
Takeover 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.

Independent advice

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 appropriately authorised
independent financial adviser.

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