Hastings Group Hldgs - Scheme of Arrangement becomes effective
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
RECOMMENDED CASH ACQUISITION
HASTINGS GROUP HOLDINGS PLC
(a newly incorporated company jointly owned by a consortium comprising
Sampo plc and
Rand Merchant Investment Holdings Limited)
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
Hastings is pleased to announce that the Court Order has been delivered to the Registrar of Companies today and, accordingly, the Scheme has now become effective in accordance with its terms.
Settlement of Consideration
Under the terms of the Scheme, Scheme Shareholders on the register of members of Hastings at the Scheme Record Time (
Dealings in Hastings shares were suspended with effect from
As the Scheme has now become effective, Hastings duly announces that, as of today's date,
Capitalised terms in this announcement (the Announcement), unless otherwise defined, have the same meanings as set out in the Scheme Document dated
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+44 (0) 14 2473 8366
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Hastings advisers, in alphabetical order:
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Barclays Bank PLC, acting through its Investment Bank (Joint Financial Adviser and Joint Corporate Broker)
+44 (0) 20 7623 2323
Fenchurch Advisory Partners LLP (Joint Financial
+44 (0) 20 7382 2222
Numis Securities Limited (Joint Financial Adviser and
Joint Corporate Broker)
+44 (0) 20 7260 1000
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+27 12 684 8084
+46 8 792 8022
+358 10 516 0030
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J.P. Morgan Cazenove (Financial Adviser to the Consortium)
+44 (0) 20 7742 4000
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Allen & Overy LLP is acting as legal adviser to Bidco in connection with the Offer. Freshfields Bruckhaus Deringer LLP is acting as legal adviser to Hastings in connection with the Offer.
Important notices relating to financial advisers
J.P. Morgan Securities plc, which conducts its
Barclays Bank PLC, acting through its Investment Bank (Barclays), which is authorised by the Prudential Regulation Authority and regulated in the
Fenchurch Advisory Partners LLP (Fenchurch Advisory Partners), which is authorised and regulated by the Financial Conduct Authority, is acting exclusively for Hastings and no-one else in connection with the Offer and will not be responsible to anyone other than Hastings for providing the protections afforded to clients of Fenchurch Advisory Partners nor for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this Announcement.
Numis Securities Limited (Numis), which is authorised and regulated in the
In accordance with the Code, normal
This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to or the solicitation of an offer to purchase, otherwise acquire or subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Hastings in any jurisdiction in contravention of applicable law.
This Announcement does not constitute a prospectus, a prospectus equivalent or an exempted document.
This Announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange, the Listing Rules 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 and regulations of jurisdictions outside
The release, publication or distribution of this Announcement in jurisdictions other than the
The Offer will be subject to the applicable requirements of English law, the Code, the Panel, the London Stock Exchange, the FCA, the applicable requirements of
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 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.
Notice to U.S. investors in Hastings
The Offer, implemented by way of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the
The receipt of cash pursuant to the Scheme by
Some or all of Hastings' officers and directors reside outside the
In accordance with normal
Publication on website and availability of hard copies
A copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) for inspection free of charge on Hastings' website at https://www.hastingsplc.com by no later than 12 noon
Neither the contents of that website nor the content of any other website accessible from hyperlinks on that website is incorporated into, or forms part of, this Announcement.
Hastings Shareholders may request a hard copy of this Announcement by contacting Equiniti Limited
This Announcement contains certain forward-looking statements with respect to the Consortium, Bidco and Hastings. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as, without limitation, "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "hope", "continue", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects, (ii) business and management strategies and the expansion and growth of the operations of Bidco or Hastings, and (iii) the effects of government regulation on the business of Bidco or Hastings. 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, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. 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. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of the Consortium, Bidco or Hastings. By their nature, these forward-looking statements involve known and unknown risks, 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. None of the Consortium, Bidco, Hastings, nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements attributable to in this Announcement will actually occur. No forward-looking or other statements have been reviewed by the auditors of the Consortium, Bidco or Hastings.
None of the Consortium, Bidco, Hastings or their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them undertakes any intention or 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. All subsequent oral or written forward-looking statements attributable to the Consortium, Bidco or Hastings or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.
No member of the Consortium, the Bidco Group nor the Hastings Group, nor any of their respective associates, directors, officers, employees 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.
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