REG - Tesco PLC Booker Group PLC - Tesco & Booker announce merger <Origin Href="QuoteRef">BOK.L</Origin> <Origin Href="QuoteRef">TSCO.L</Origin> - Part 5
27/01/2017 07:06
- Part 5: For the preceding part double click ID:nRSa2907Vd
"Confidentiality and Joint Defense Agreement" the confidentiality and joint defense agreement between Tesco and Booker dated 28 June 2016;
"Consideration" the basic consideration payable to Booker Shareholders in connection with the Merger comprising a share component of 0.861 New Tesco Shares per Booker Share and a cash component of 42.6 pence per Booker Share, subject to final allocations under the Mix and
Match Facility;
"Co-operation Agreement" the co-operation agreement between Tesco and Booker dated 27 January 2017;
"Court" the High Court of Justice of England and Wales;
"CREST" the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in such Regulations) in accordance with which securities may be held and
transferred in uncertificated form;
"Daily Official List" the daily official list of the London Stock Exchange;
"Dealing Disclosure" an announcement pursuant to Rule 8 of the Code containing details of dealings in relevant securities of a party to an offer;
"Deloitte" Deloitte LLP;
"Disclosed" the information fairly disclosed by, or on behalf of Booker; (i) in the Annual Report and Accounts of the Booker Group for the financial year ended 25 March 2016; (ii) in this Announcement; (iii) in any other public announcement made by Booker in
accordance with the Market Abuse Regulation, Listing Guidance, Disclosure Rules or Transparency Rules of the FCA after 25 March 2016; or (iv) as fairly disclosed in writing prior to the date of this Announcement by or on behalf of Booker to Tesco (or its
respective officers, advisers, employees or agents in their capacity as such);
"Earnings" has the meaning set out in Appendix 7
"Effective Date" the date upon which either:
the Scheme becomes effective in accordance with its terms; or
if Tesco elects to implement the Merger by way of an Offer, the date on which the Offer becomes or is declared unconditional in all respects;
"Excluded Shares" any Booker Shares beneficially owned by Tesco or any other member of the Tesco Group;
"Forms of Proxy" the form of proxy in connection with each of the Scheme Court Meeting and the Booker General Meeting, which shall accompany the Scheme Document;
"FCA" the Financial Conduct Authority;
"Greenhill" Greenhill & Co. International LLP;
"Information" has the meaning set out in paragraph 15;
"J.P. Morgan Cazenove" J.P. Morgan Limited (which conducts its UK investment banking activities under the marketing name J.P. Morgan Cazenove);
"Listing Rules" the listing rules made by the FCA pursuant to Part 6 of the Financial Services and Markets Act 2000, referred to in section 73A(2) of the same, and contained in the FCA's publication of the same name;
"Lock-up Agreement" the lock-up agreement between Charles Wilson, Chief Executive of Booker, and Tesco, entered into on 27 January 2017;
"London Stock Exchange" London Stock Exchange plc;
"Longstop Date" 30 November 2018 or such later date as may be agreed in writing by Booker and Tesco (with the Panel's consent and as the Court may approve (if such approval(s) are required));
"Main Market" the Main Market of the London Stock Exchange;
"Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU);
"Merger" the proposed acquisition of the entire issued and to be issued share capital of Booker by Tesco, to be implemented by way of the Scheme or (should Tesco so elect, subject to the consent of the Panel) by way of the Offer;
"Mix and Match Facility" the mix and match facility under which Booker Shareholders may, subject to off-setting elections made by other Booker Shareholders, elect to vary the proportion of New Tesco Shares and cash received under the terms of the Merger;
"New Tesco Shares" the Tesco Shares which, subject to a valid election to that effect by a Booker Shareholder, are to be issued pursuant to the Merger;
"Offer" if (subject to the consent of the Panel) Tesco elects to effect the Merger by way of a Takeover Offer, the offer to be made by or on behalf of Tesco to acquire the issued and to be issued share capital of Booker on the terms and subject to the conditions
to be set out in the related offer document;
"Official List" the official list of the London Stock Exchange;
"Opening Position Disclosure" an announcement containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the offer if the person concerned has such a position;
"Overseas Shareholders" Booker Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom or the United States;
"Panel" the UK Panel on Takeovers and Mergers;
"Permitted Booker Dividend" or "Permitted Booker Dividends" has the meaning set out in Appendix 7;
"Posting Date" the date upon which the Scheme Document is sent to Booker Shareholders;
"Prospectus" the prospectus to be published by Tesco at or around the same time as the Scheme Document in respect of the New Tesco Shares to be issued to Booker Shareholders in connection with the Merger and for the purpose of Admission;
"PRA" the Prudential Regulation Authority;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Regulatory Conditions" the Conditions set out in paragraphs 6 to 9 (inclusive) of Part A of Appendix 2 to this Announcement (so far as, in the case of the Conditions set out in paragraphs 7, 8 and 9 of Part A of Appendix 2 to this Announcement, the relevant Third Party under
those Conditions is a Relevant Authority, as defined in the Co-operation Agreement);
"Regulatory Information Service" any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements;
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Merger is sent or made available to Booker Shareholders in that jurisdiction;
"Return on Invested Capital" the sum of Booker's post-tax earnings and post-tax synergies, divided by the purchase price plus transaction-related costs net of tax;
"Scheme" the scheme of arrangement proposed to be made under Part 26 of the Act between Booker and the Booker Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Booker and Tesco;
"Scheme Court Meeting" the meeting or meetings of the Booker Scheme Shareholders or any class or classes thereof (and any adjournment(s) thereof) to be convened pursuant to section 896 of the Act for the purpose of considering, and, if thought fit, approving the Scheme, and any
adjournment, postponement or reconvention thereof;
"Scheme Court Order" the order of the Court sanctioning the Scheme under Part 26 of the Act;
"Scheme Court Sanction Hearing" means the hearing of the Court (and any adjournment thereof) to sanction the Scheme pursuant to section 899 of the Act, at which the Scheme Court Order is expected to be granted;
"Scheme Document" the document to be sent to (among others) Booker Shareholders containing and setting out, among other things, the full terms and conditions of the Scheme and containing the notices convening the Scheme Court Meeting and Booker General Meeting;
"Scheme Record Time" the time and date specified in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately prior to the Effective Date;
"Scheme Voting Record Time" the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined;
"Service Agreement Amendment Deed" the service agreement amendment deed between Charles Wilson, Tesco and Booker dated 27 January 2017;
"SEC" the US Securities and Exchange Commission;
"Special Resolution" the special resolution to be proposed by Booker at the Booker General Meeting in connection with, among other things, the approval of the Scheme and such other matters as may be necessary to implement the Scheme and the delisting of the Booker Shares;
"Substantial Interest" a direct or indirect interest in 20 per cent. or more of the voting equity capital of an undertaking;
"Synergy Team" has the meaning set out in Appendix 5;
"Takeover Offer" a takeover offer as defined in Part 28 of the Act;
"Tesco" Tesco PLC, incorporated in England and Wales with registered number 00445790;
"Tesco's 2016 Annual Report and Financial Statements" the annual report and audited financial statements of Tesco for the year ended 27 February 2016;
"Tesco 2017 FY" has the meaning set out in Appendix 7;
"Tesco 2017/18 Interim Dividend" has the meaning set out in Appendix 7;
"Tesco 2017/18 Final Dividend" has the meaning set out in Appendix 7;
"Tesco 2018/19 Interim Dividend" has the meaning set out in Appendix 7;
"Tesco Board" the board of directors of Tesco as at the date of this Announcement or, where the context so requires, the board of directors of Booker from time to time;
"Tesco Board Recommendation" has the meaning set out in Appendix 4;
"Tesco Directors" the directors of Tesco as at the date of this Announcement or, where the context so requires, the directors of Tesco from time to time;
"Tesco General Meeting" the general meeting of Tesco to be convened in connection with the Merger, notice of which will be sent to Tesco Shareholders, including any adjournment thereof;
"Tesco Group" Tesco, its subsidiaries and its subsidiary undertakings from time to time;
"Tesco Outlook Statement" the statement in italics as set out in Appendix 6;
"Tesco Quantified Financial Benefits Statement" the statement described as such and set out in Appendix 5;
"Tesco Resolutions" such shareholder resolutions of Tesco as are required to approve, implement and effect the Merger, including, if required, a resolution or resolutions to authorise the creation and allotment of New Tesco Shares pursuant to the Merger;
"Tesco Shareholders" the registered holders of Tesco Shares from time to time;
"Tesco Shares" Tesco ordinary shares of five pence each;
"Third Party" has the meaning set out at the end of Part A in Appendix 2;
"UK" the United Kingdom of Great Britain and Northern Ireland;
"US" the United States of America, its territories and possessions, any state of the United States and the District of Columbia;
"UK Listing Authority" the FCA acting in its capacity as the competent authority for listing under the Financial Services and Markets Act 2000;
"US Exchange Act" the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;
"US Person" a US person as defined in Regulation S under the US Securities Act;
"US Securities Act" the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;
"Wider Booker Group" Booker and the subsidiaries and subsidiary undertakings of Booker and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Booker Group is interested or any undertaking in which Booker and such
undertakings (aggregating their interests) have a Substantial Interest); and
"Wider Tesco Group" Tesco and the subsidiaries and subsidiary undertakings of Tesco and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Tesco Group is interested or any undertaking in which Tesco and such
undertakings (aggregating their interests) have a Substantial Interest).
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the meanings given by the
Act.
References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this Announcement. All references to time in this
Announcement are to London time unless otherwise stated.
1 The irrevocable undertaking provided by Charles Wilson contains an
undertaking in respect of the Mix and Match Facility pursuant to which he has
irrevocably undertaken to elect to receive 100 per cent. New Tesco Shares in
respect of his entire holding of Booker Shares, subject to the elections of
other Booker Shareholders.
2 Jonathan Prentis may dispose of any additional Booker Shares he acquires
upon the exercise of his share options (including vested but unexercised share
options).
3 Guy Farrant may dispose of any additional Booker Shares he acquires upon
the exercise of his share options (including vested but unexercised share
options).
This information is provided by RNS
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