Scheme of arrangement becomes effective
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 OF SUCH JURISDICTION
11 July 2018
RECOMMENDED CASH ACQUISITION
ZPG PLC ("ZPG")
Zephyr Bidco Limited ("Bidco")
Scheme of Arrangement becomes Effective
On 11 May 2018, ZPG and Bidco announced that they had reached agreement on the terms of a recommended cash acquisition by Bidco of ZPG's entire issued and to be issued ordinary share capital (the "Acquisition"). The Acquisition is to be effected by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
On 9 July 2018, ZPG and Bidco announced that the Court had sanctioned the Scheme.
ZPG and Bidco are pleased to announce that the Scheme has now become effective.
Under the terms of the Scheme, holders of Scheme Shares are entitled to receive 490 pence for each Scheme Share held at the Scheme Record Time (6.00 p.m. (London time) on 10 July 2018). The latest date for the despatch of cheques to Scheme Shareholders and settlement through CREST is 25 July 2018.
Dealings in ZPG Shares were suspended with effect from 7.30 a.m. (London time) on 11 July 2018. Applications have been made to the UK Listing Authority and the London Stock Exchange in relation to the delisting of ZPG Shares from the Official List of the UK Listing Authority and the cancellation of the admission to trading of ZPG Shares on the main market for listed securities of the London Stock Exchange, which are each expected to take place by 8.00 a.m. (London time) on 12 July 2018.
Capitalised terms used but not defined in this announcement have the meanings given to them in the scheme document published on 23 May 2018 containing the full terms and conditions of the acquisition by Bidco of the entire issued and to be issued share capital of ZPG (the "Scheme Document"). Bidco is a wholly-owned indirect subsidiary of funds managed by Silver Lake Management Company V, LLC ("Silver Lake").
Ned Staple, General Counsel and Company Secretary
Lawrence Hall, Director of Communications
Rachael Malcolm, Head of Investor Relations
+44(0) 203 8725 658
+44(0) 203 8725 653
+44(0) 203 8725 648
Credit Suisse (Lead Financial Adviser and Corporate Broker to ZPG)
+44(0) 20 7888 8888
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Goldman Sachs (Lead Financial Adviser to ZPG)
+44(0) 20 7774 1000
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Jefferies (Financial Adviser and Corporate Broker to ZPG)
+44(0) 20 7029 8000
Maitland (PR Adviser to ZPG)
+44(0) 20 7379 5151
Freshfields Bruckhaus Deringer LLP are retained as legal advisers to ZPG.
Credit Suisse International ("Credit Suisse"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting as lead financial adviser exclusively for ZPG and no one else in connection with the matters set out in this Announcement and will not be responsible to any person other than ZPG for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this Announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or 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 Credit Suisse in connection with this Announcement, any statement contained herein or otherwise.
Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively for ZPG and no one else in connection with the Acquisition and any other matter referred to in this Announcement and will not be responsible to anyone other than ZPG for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the possible offer or any other matters referred to in this Announcement.
Jefferies International Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for ZPG and no one else in connection with the Acquisition and will not be responsible to anyone other than ZPG for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.
This Announcement has been prepared for the purpose of complying with English law and the City 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 the United Kingdom.
The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom or the United States may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Bidco or required by the City Code, and permitted by applicable law and regulation, the Acquisition shall 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. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
The availability of the Acquisition to ZPG Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements 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.
The Acquisition shall be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange, and the FCA. Further details in relation to Overseas Shareholders are contained in the Scheme Document.
This Announcement does not constitute a prospectus or prospectus equivalent document.
Additional Information for US Investors
The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the law of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US tender offer rules. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards 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.
The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its ZPG Shares pursuant to the Scheme will likely 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 ZPG Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and ZPG are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders 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 pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in ZPG outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at 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 Silver Lake, Bidco or ZPG contain statements about Bidco and ZPG that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in this document may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''will'', ''may'', ''anticipates'', ''estimates'', ''projects'' or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or ZPG's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or ZPG's business.
Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. 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 ZPG, 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 document will actually occur. You are cautioned not to place undue reliance on these forward looking statements. Other than in accordance with their legal or regulatory obligations (including under the UK Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA), neither Bidco nor ZPG is under any obligation, and Bidco and ZPG 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.
Disclosure Requirements of the City Code
Under Rule 8.3(a) of the City 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 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 City 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, 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 Panel's website at 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. 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.
Publication on Website and Availability of Hard Copies
A copy of this Announcement shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on ZPG's website at zpg.co.uk by no later than 12 noon (London time) on 12 July 2018. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this Announcement.
You may request a hard copy of this Announcement by contacting Equiniti between 8:30 a.m. and 5:30 p.m. (UK time) Monday to Friday (excluding public holidays in England and Wales) on +44 (0) 371 384 2543 (calls to this number are charged at national rates, calls from a mobile device may incur network extras) or on +44 (0) 121 415 0280 from outside the UK. You may request a hard copy of all information incorporated into this document by reference to another source by contacting Ned Staple on +44(0)203 872 5658. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.
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 [email protected] or visit www.rns.com.
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