TIDMDERR
RNS Number : 6032P
Derriston Capital PLC
30 May 2018
DERRISTON CAPITAL PLC
("Derriston" or the "Company")
Proposed Acquisition of S(4) Capital, Sir Martin Sorrell's
investment vehicle
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA (OTHER THAN
THE UNITED KINGDOM) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
The Board of Derriston has reached agreement on the terms of a
transaction to acquire S(4) Capital Limited ("S(4) Capital"), a
newly incorporated company that has recently completed a GBP51
million equity fundraising.
The transaction with S4 Capital constitutes a reverse takeover
under the Listing Rules and as a result the Company has requested a
suspension of listing of its shares.
Highlights:
Derriston announces proposals for:
-- The conditional acquisition of S(4) Capital, a newly
incorporated company which has recently completed a GBP51 million
equity fund raise, of which Sir Martin Sorrell contributed GBP40
million with the balance of the funds coming from institutional and
other investors.
-- S(4) Capital has received substantial non-binding letters of
support from a number of its institutional investors indicating
that they would, in principle, be willing to provide over GBP150
million of further equity funding to support S(4) Capital's
acquisition plans.
-- The appointment of Sir Martin Sorrell (as Executive Chairman)
and Paul Roy and Rupert Faure Walker as non-executive Directors on
Completion (subject, in the case of Paul Roy, to his receiving
required consents).
-- A new corporate strategy to build a multi-national
communication services business, initially by acquisitions.
-- The acquisition of S(4) Capital will result in the issue of 591,967,000 New Ordinary Shares.
-- Changing the name of the Company to S(4) Capital plc.
Sir Martin Sorrell, Executive Chairman of S(4) Capital, said:
"S(4) Capital is a company that aims to build a multi-national
communication services business focused on growth. There are
significant opportunities for development in technology, data and
content. I look forward to making this happen."
This announcement contains inside information.
Enquiries:
Derriston Capital plc
Harry Hyman (Non-executive chairman) Via Walbrook
Dowgate Capital Stockbrokers Limited Tel: 020 3903 7715
(corporate broker and adviser to Derriston
and to S(4) Capital)
James Serjeant / David Poutney
Walbrook PR Limited Tel: 020 7933 8780 or derriston@walbrookpr.com
Paul McManus / Nick Rome Mob: 07980 541 893 / 07748 325 236
Disclaimer
Dowgate Capital Stockbrokers Limited which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
is acting for Derriston Capital plc and S(4) Capital Limited in
connection with the proposals set out in this Announcement and for
no one else and will not be responsible to anyone other than
Derriston Capital plc and S(4) Capital Limited for providing the
protections afforded to their clients or for providing advice in
relation to this announcement or any matters referred to
herein.
This announcement is an advertisement and not a prospectus and
does not contain or constitute an offer of, or the solicitation of
an offer to buy or subscribe for, the securities referred to in
this announcement to any person in any jurisdiction, including the
United States, Australia, Canada, Japan, the Republic of South
Africa, or any member state of the EEA.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy, fairness or completeness.
This announcement may contain "forward-looking statements". All
statements other than statements of historical facts included in
this announcement, including, without limitation, those regarding
the Company's and S(4) Capital's financial position, strategy,
plans, targets, proposed acquisitions and objectives are
forward-looking statements. Forward-looking statements are subject
to risks and uncertainties and, accordingly, the Company's and/or
S(4) Capital's actual future financial results and operational
performance may differ materially from results and performance
expressed in, or implied by, these statements. These factors
include but are not limited to those described in the Prospectus to
be issued by the Company in due course.
The information given in this announcement and the
forward-looking statements speak only as at the date of this
announcement. The Company, S(4) Capital Limited, Dowgate Capital
Stockbrokers Limited and their respective affiliates expressly
disclaim any obligation or undertaking to update, review or revise
any forward-looking statement contained in this announcement to
reflect actual results or any change in the assumptions, conditions
or circumstances on which any such statements are based unless
required to do so by the Financial Services and Markets Act 2000,
the Listing Rules, the Prospectus Rules or other applicable laws,
regulations or rules.
The Existing Ordinary Shares and the New Ordinary Shares to be
issued by Derriston have not, nor will they be, registered under
the US Securities Act of 1933, as amended (the "US Securities Act")
or with any securities regulatory authority of any state or other
jurisdiction of the United States or under the applicable
securities laws of Australia, Canada, Japan or the Republic of
South Africa. The Existing Ordinary Shares and the New Ordinary
Shares to be issued by Derriston may not be offered or sold
directly or indirectly in or into the United States unless
registered under the US Securities Act or offered in a transaction
exempt from or not subject to the registration requirements of the
US Securities Act or subject to certain exceptions, into Australia,
Canada, Japan or the Republic of South Africa or to, or for the
account or benefit of, any national, resident or citizen of
Australia, Canada, Japan or the Republic of South Africa. The
Company has not been, and will not be, registered under the US
Investment Company Act of 1940, as amended. The distribution of
this announcement may be restricted by law in certain jurisdictions
and persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
The value of shares and the income from them is not guaranteed
and can fall as well as rise due to stock market and currency
movements. When you sell your investment you may get back less than
you originally invested. All of the value of an investor's
investment in the Company will be at risk. Past performance is not
a guide to future performance and the information in this
announcement or any documents relating to the matters described in
it cannot be relied upon as a guide to future performance. Persons
needing advice should contact a professional adviser.
No representation or warranty, express or implied, is made by
Dowgate Capital Stockbrokers Limited as to the contents of this
announcement, or for the omission of any material from this
announcement. Dowgate Capital Stockbrokers Limited have not
authorised the contents of, or any part of, this announcement and
no liability whatsoever is accepted by the Dowgate Capital
Stockbrokers Limited for the accuracy of any information or
opinions contained in this document or for the omission of any
information from this announcement.
The boards of Derriston Capital plc and of S(4) Capital Limited,
who have separately appointed Dowgate Capital Stockbrokers Limited,
are both aware of and accept Dowgate Capital Stockbrokers Limited's
role as broker to each such company in connection with the
proposals set out in this Announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA (OTHER THAN
THE UNITED KINGDOM) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
Derriston Capital plc
Proposed acquisition of S(4) Capital Limited, adoption of new
corporate strategy, appointment of new Directors, change of name
and General Meeting.
INTRODUCTION
The Board of Derriston has reached agreement on the terms of a
transaction to acquire S(4) Capital Limited subject to the
satisfaction of certain conditions. S(4) Capital is a newly
incorporated company whose Executive Chairman and controlling
shareholder is Sir Martin Sorrell. Sir Martin was previously Chief
Executive of WPP plc, the longest-serving director of a FTSE 100
company. Sir Martin acquired a significant stake in WPP in 1985
when its market capitalisation was approximately GBP1 million; WPP
now has a market capitalisation of in excess of GBP16 billion.
The transaction with S(4) Capital constitutes a reverse takeover
under the Listing Rules and as a result the Company has requested a
suspension of listing of its shares.
S(4) Capital has recently completed an equity issue that raised
GBP51 million in cash for the purposes of funding acquisitions in
the communication services sector. It is proposed that upon
completion of the S(4) Acquisition ("Completion"), Derriston
will:
-- change its name to S(4) Capital plc;
-- appoint Sir Martin Sorrell, Paul Roy and Rupert Faure Walker
in place of the current board of Directors (subject, in the case of
Paul Roy, to his receiving required consents); and
-- adopt a new strategy to build a multi-national communication
services business, initially by acquisitions.
The S(4) Acquisition will be funded by the issue of 591,967,000
New Ordinary Shares to shareholders of S(4) Capital and the issue
of the Derriston B Share to Sir Martin Sorrell.
Completion of the S(4) Acquisition is conditional, inter alia,
upon:
-- the publication of a Prospectus relating to the issue of the New Ordinary Shares;
-- the passing of the resolutions at a general meeting of the Company to approve:
o changes to the Company's Articles of Association to create a
new class of share for the purposes of issuing one "B" ordinary
share to Sir Martin Sorrell on Completion) (the "Derriston B
Share");
o the necessary authorities for the Directors to allot New
Ordinary Shares to acquire S(4) Capital, and more generally to
issue Ordinary Shares for cash in order to fund acquisitions;
o the necessary authorities for the Directors to allot Ordinary
Shares for cash other than on a pre-emptive basis;
o the change of the Company's name to S(4) Capital plc; and
o the Whitewash Resolution; and
-- Admission.
The Company and S(4) Capital have agreed that they will seek to
combine the publication of the Prospectus and Admission with, if
possible, the acquisition of a business. In the event of an
acquisition or a further equity issue, if Admission had already
occurred, the Company would be required to publish a second
prospectus.
A circular together with a notice convening the General Meeting
to approve the Resolutions will be posted to Shareholders in due
course.
Following Completion, Sir Martin Sorrell could own over 30 per
cent. of the Enlarged Share Capital of the Company. Accordingly,
and as a result of the rights of the Derriston B Share (as set out
more fully below), the S(4) Acquisition is also conditional upon
the passing of the Whitewash Resolution at the General Meeting. The
proposed Whitewash Resolution is also conditional on the Takeover
Panel consenting to the whitewash and their approval of the
circular to shareholders convening the General Meeting.
Sir Martin would also, through his holding of the Derriston B
Share have the right to:
-- appoint one Director of Derriston from time to time and
remove or replace such Director from time to time;
-- ensure no executives are appointed or removed without his consent;
-- ensure no shareholder resolutions are proposed (save as
required by law) or passed without his consent; and
-- save as required by law, ensure no acquisition or disposal by
the Company or any of its subsidiaries of an asset with a market or
book value in excess of GBP100,000 (or such higher amount as Sir
Martin may agree) may occur without his consent, (together, the "B
Share Rights").
It is proposed that Sir Martin Sorrell will enter into a
relationship agreement with the Company on terms to be agreed.
BACKGROUND TO AND REASONS FOR THE TRANSACTION
The Company was formed with the objective of creating
significant value for Shareholders through an acquisition-led
growth strategy. At the time of the Company's admission to trading
on the Official List on 29 December 2016, the Directors stated the
Company's intention was to make acquisitions within the global
medical technology industry with an initial focus on acquiring
businesses operating in the medical products and devices sector.
Following the announcement on 31 August 2017, the Company
subsequently expanded its scope of investment criteria to include
the wider technology sector.
The opportunity to work with Sir Martin Sorrell arose in May
2018. The Directors consider that the new strategy to build a
multi-national business in the communication services sector,
initially by acquisitions, under the leadership of Sir Martin
provides an accelerated route to grow the Company.
Sir Martin Sorrell was previously Chief Executive of WPP plc,
the longest-serving director of a FTSE 100 company. Sir Martin
acquired a significant stake in WPP in 1985 when its market
capitalisation was approximately GBP1 million; WPP now has a market
capitalisation of in excess of GBP16 billion.
Sir Martin Sorrell formed S(4) Capital in May 2018 and has
personally invested GBP39.9 million in S(4) Capital by subscribing
for the S(4) Founder Ordinary Shares at GBP1 per S(4) Founder
Ordinary Share and has raised a further GBP11 million from
institutional and other investors at the same price. Sir Martin has
also invested GBP100,000 in A2 Incentive Shares.
The Directors of the Company understand that S(4) Capital is at
present in preliminary discussions regarding a select number of
potential acquisitions that would fit with the strategy of building
a multi-national communication services business. S(4) Capital
intends to target businesses focused on technology, data and
content.
INFORMATION ON S(4) CAPITAL
S(4) Capital was incorporated in Jersey on 22 May 2018 and has
three classes of shares currently in issue:
-- 11,000,000 S(4) Investor Ordinary Shares which have been
subscribed for by investors at GBP1 per Investor Ordinary
Share;
-- 39,900,000 S(4) Founder Ordinary Shares have been subscribed
for by Sir Martin Sorrell at GBP1 per S(4) Founder Ordinary Share;
and
-- 4,000 A2 Incentive Shares have been subscribed for by Sir
Martin Sorrell at a price of GBP25 per A2 Incentive Share.
In addition, S(4) Capital has authority to allot up to 4,000 A1
Incentive Shares which are reserved for future executives of the
Group.
S(4) Founder Ordinary Shares carry the same economic rights as
the S(4) Investor Ordinary Shares, but in addition, the S(4)
Founder Ordinary Shares carry (collectively) the same control
rights as the Derriston B Share but in respect of S(4) Capital.
The terms for the acquisition of the S(4) Investor Ordinary
Shares and the S(4) Founder Ordinary Shares are set out below in
the paragraph headed "The terms of the S(4) Acquisition".
As explained above, S(4) Capital has recently raised GBP51
million in cash for the purposes of funding acquisitions. Sir
Martin Sorrell has provided GBP40 million of this funding and a
mixture of UK institutional investors and other investors have
agreed to subscribe for GBP11 million of Investor Ordinary Shares.
A number of S(4) Capital's institutional investors have also signed
non-binding letters of support addressed to S(4) Capital indicating
that they would, in principle, be willing to provide over GBP150
million of further equity funding to support S(4) Capital's
acquisition plans.
Apart from the subscription of shares referred to above S(4)
Capital has not as yet traded.
Sir Martin Sorrell is at present the sole director of S(4)
Capital but it is intended that Paul Roy and Rupert Faure Walker
will be appointed non executive directors of S(4) Capital prior to
30 June 2018 (subject, in the case of Paul Roy, to his receiving
required consents).
CHANGES TO THE BOARD
At Completion, the Directors of the Company (Harry Hyman, Roger
Sargent and James Serjeant) will resign and the Proposed Directors,
Sir Martin Sorrell, Paul Roy and Rupert Faure Walker will be
appointed (subject, in the case of Paul Roy, to his receiving
required consents).
Sir Martin Sorrell (age 73) was from 1986 until April 2018 the
chief executive of WPP plc. He was a non executive director of
Arconic Inc. until 10 March 2017 and Delta Topco until 31 January
2017.
Paul Roy (age 71) has over 40 years' experience in the banking,
brokerage and asset management industries. In 2003, he co-founded
NewSmith Capital Partners LLP, an independent investment management
company which was acquired by Man Group in 2015. Prior to founding
NewSmith, he was Co-President of the Global Markets and Investment
Banking division at Merrill Lynch & Co and had responsibility
for worldwide Investment Banking, Debt and Equity Markets. Paul
joined Merrill Lynch in 1995 when it acquired Smith New Court Plc a
leading market making and brokerage firm on the London Stock
Exchange where he was Chief Executive Officer. Between 2007 and
2013, Paul served as Chairman of the British Horseracing Authority
responsible for governance and regulation of the sport and is now
Chairman of Retraining of Racehorses, racing's main equine charity.
In 2015, he became Chairman of Sky Bet after CVC acquired a
majority stake in the company from SKY PLC. He has been Chairman of
NewRiver REIT plc since 2009.
Rupert Faure Walker (age 70) qualified as a Chartered Accountant
with Peat Marwick Mitchell in 1972. He joined Samuel Montagu in
1977 to pursue a career in Corporate Finance over a period of 34
years advising major corporate clients on mergers, acquisitions,
IPOs and capital raising, including advising WPP on its
acquisitions of JWT, Ogilvy & Mather and Cordiant, together
with related funding. He was appointed a director of Samuel Montagu
in 1982 and was head of Corporate Finance between 1993 and 1998. He
was a Managing Director of HSBC Investment Banking until his
retirement in 2011.
THE TERMS OF THE S(4) ACQUISITION
Pursuant to the Acquisition Agreement the Company has
conditionally agreed to acquire all of the S(4) Investor Ordinary
Shares and the S(4) Founder Ordinary Shares.
The consideration for the S(4) Investor Ordinary Shares will be
the issue of 11.63 New Ordinary Shares for each S(4) Investor
Ordinary Share.
The consideration for the acquisition of the S(4) Founder
Ordinary Shares will be the issue to Sir Martin Sorrell of (i)
11.63 New Ordinary Shares for each S(4) Founder Ordinary Share and
(ii) the Derriston B Share having the same rights as those carried
by the S(4) Founder Ordinary Shares collectively in respect of the
Company. The Derriston B Share may not be transferred to any other
person. The Derriston B Share will lose the B Share Rights set out
above: (i) in any event after 14 years (or, if earlier, the date on
which Sir Martin retires or dies); or (ii) if Sir Martin sells any
of the Consideration Shares (other than in order to pay tax arising
in connection with his holding of such Consideration Shares) that
he receives on Completion.
The 591,967,000 New Ordinary Shares to be issued pursuant to the
S(4) Acquisition will be credited as fully paid and rank pari passu
in all respects with the Existing Ordinary Shares in issue
including the right to receive all future dividends or other
distributions declared, made or paid after the date of issue.
The Company may consider consolidating its share capital as part
of the S(4) Acquisition. In the event that it does so, the number
of New Ordinary Shares to be issued pursuant to the S(4)
Acquisition will be adjusted accordingly.
The A2 Incentive Shares will not be acquired as part of the S(4)
Acquisition. As is more fully explained in the paragraph entitled
"Management Incentive Arrangements" below, these shares (together
with the A1 Incentive Shares which have not yet been issued)
entitle the holders to part of the future growth in value of S(4)
Capital.
Completion of the S(4) Acquisition is conditional upon:
- publication of a prospectus following approval of the Prospectus by the UKLA;
- the agreement of the Takeover Panel to the Whitewash Resolution;
- the passing of the Acquisition Resolutions to be proposed at the General Meeting;
- the Acquisition Agreement not being terminated for breach of
warranty by S(4) Capital or the Company; and
- Admission.
The Company and S(4) Capital have agreed that they will seek to
combine the publication of the Prospectus and Admission with, if
possible, the acquisition of a business. In the event of an
acquisition or a further equity issue, if Admission had already
occurred, the Company would be required to publish a second
prospectus.
In the event that the Acquisition has not completed on or before
31 December 2018, or such later date as the Company, Sir Martin
Sorrell and holders of a majority of the S(4) Investor Ordinary
Shares agree (the "Long Stop Date"), the Acquisition Agreement will
be terminated and S(4) Capital will return remaining funds to its
shareholders.
TAKEOVER PANEL
The Company is subject to the City Code. Under Rule 9 of the
City Code, any person who acquires an interest (as de ned in the
City Code) in shares which, taken together with shares in which he
is already interested in and which persons acting in concert with
him are interested, carry 30 per cent. or more of the voting rights
of a company which is subject to the City Code, is normally
required to make a general offer to all the remaining shareholders
to acquire their shares.
At Completion (if no further issue of New Ordinary Shares takes
place prior to Admission), Sir Martin Sorrell would own 464,037,000
New Ordinary Shares representing 75.21 per cent. of the Enlarged
Share Capital. Completion of the Acquisition is conditional, inter
alia, on the Takeover Panel agreeing to grant a waiver of Sir
Martin's obligation under Rule 9 of the City Code to make a
mandatory offer for the Company. The Takeover Panel's agreement to
grant a waiver under Rule 9 of the City Code will be subject to the
approval, by means of a poll vote, of the Whitewash Resolution.
MANAGEMENT INCENTIVE ARRANGEMENTS
S(4) Capital has an incentive arrangement for Sir Martin Sorrell
and for other executives that it or its subsidiaries may hire in
the future.
The incentive arrangement has been implemented by the creation
of the A1 Incentive Shares and the A2 Incentive Shares. The
Incentive Shares provide a financial reward to executives of S(4)
Capital or its subsidiaries for delivering Shareholder value,
conditional on achieving a preferred rate of return.
The Incentive Shares entitle the holders, subject to certain
vesting criteria and leaver provisions, to up to 15 per cent. of
the growth in value of S(4) Capital provided that the Company or
its shareholders receives a 6 per cent. preferred return. The
Company will not acquire the Incentive Shares pursuant to the S(4)
Acquisition and so they will remain to incentivise Sir Martin
Sorrell or future executives to whom they are issued or sold.
Provided that the preferred return has been achieved, the
Incentive Shares entitle the holders to their return upon a sale or
merger of S(4) Capital, its liquidation, the takeover or merger of
the Company or, if none of those events has occurred prior to the
fifth anniversary of the Target Acquisition, if Sir Martin Sorrell
serves notice on the Company requiring it to acquire all of the
Incentive Shares eligible for sale on or before the seventh
anniversary of the Target Acquisition. If Sir Martin serves such a
notice, the growth in value of S(4) Capital is measured against the
market capitalisation of the Company based on an average of the
mid-market closing price of its ordinary shares over the preceding
30 trading days, plus any dividends or distributions over time.
Once triggered, all of the Incentive Shares eligible for sale
receive value at the same time on a pro rata basis and then
automatically reset such that they may receive the same return over
a second period of up to seven years.
The consideration payable if the Incentive Shares are triggered
is, save on a takeover, liquidation or merger of S(4) Capital,
satisfied by the issue of Ordinary Shares at their market price on
the trading day prior to their trigger.
SHAREHOLDINGS
Following Completion (assuming no further issue of New Ordinary
Shares takes place prior to Admission) the shareholdings of the
Existing Directors and the Proposed Directors are expected to be as
follows:
Existing Directors Ordinary Shares Ordinary Shares
Prior to % of issued Post % of Enlarged
Completion share Completion Share
capital Capital
Harry Hyman(++) 1,062,500 4.25% 2,341,800 0.38%
Rodger Sargent 1,450,000 5.80% 1,450,000 0.24%
James Serjeant* 1,262,500 5.05% 2,134,750 0.35%
Proposed Directors Ordinary Shares Ordinary Shares
Prior to % of issued Post % of Enlarged
Completion share Completion Share
capital Capital
Sir Martin Sorrell 0 0.00% 464,037,000 75.21%
Paul Roy 0 0.00% 8,722,500 1.41%
Rupert Faure Walker 0 0.00% 8,722,500 1.41%
(++) Harry Hyman has also subscribed for 110,000 S(4) Investor
Ordinary Shares in his own name which will become 1,279,300 Ordinary
Shares on Completion.
* James Serjeant is also a director and a shareholder of 3B Capital
Limited (which is the holding company of Dowgate Capital Stockbrokers)
and a director of Dowgate Capital Stockbrokers Limited. Dowgate
Capital Stockbrokers Limited is, in addition to broker to the
Company, acting as placing agent, adviser and broker for S(4)
Capital Limited. James Serjeant is the legal and beneficial owner
of 200,000 ordinary shares in the Company. 3B Capital Limited
is the legal and beneficial owner of 1,062,500 ordinary shares
in the Company. In addition, James Serjeant has also subscribed
for 75,000 S(4) Investor Ordinary Shares in his own name which
will become 872,250 Ordinary Shares on Completion.
Sir Martin Sorrell will also own the Derriston B Share following
Completion.
Sir Martin Sorrell, Paul Roy and Rupert Faure Walker have each
undertaken not to dispose of any of the New Ordinary Shares that
they will receive on Completion for periods of 24 months (in the
case of Sir Martin) and 12 months (in the case of the other
Proposed Directors) following Admission.
Assuming no further issue of Ordinary Shares takes place prior
to Admission, Sir Martin Sorrell, Paul Roy and Rupert Faure Walker
have all undertaken to use reasonable endeavours to take, and to
consent to the Company and S(4) Capital taking, such actions are
required to ensure that the Company is eligible for listing and
complies with the Listing Rules at Admission.
Assuming no further issue of New Ordinary Shares takes place
prior to Admission, it is not expected that any other Shareholder
will have an interest exceeding 3 per cent. of the Enlarged Share
Capital.
The Company currently has 25,000,000 Ordinary Shares in issue
and will issue 591,967,000 New Ordinary Shares to acquire S(4)
Capital. At Completion (assuming no further issue of New Ordinary
Shares takes place prior to Admission) the Company will have
616,967,000 Ordinary Shares in issue.
As at 29 May 2018, the Company and S(4) Capital had combined net
assets of approximately GBP52 million, taking into account only
transaction costs incurred to date.
CHANGE OF NAME
Conditional on the passing of the Resolutions, the Company will
change its name to S(4) Capital plc and S(4) Capital Limited will
change its name to S(4) Capital 2 Limited.
DIVID POLICY
The Company intends to channel its available cash resources into
funding its expansion and therefore does not expect to declare or
pay dividends in the foreseeable future.
GENERAL MEETING
The Acquisition requires the approval of the Shareholders at the
General Meeting.
At the General Meeting resolutions to approve the following (the
"Acquisition Resolutions") are expected to be proposed:
- to amend the Company's Articles of Association to create the Derriston B Share;
- to grant the Directors general authority to allot new Ordinary
Shares calculated by reference to the Enlarged Share Capital and a
further authority for the purposes of allotting the New Ordinary
Shares required to complete the S(4) Acquisition and any Target
Acquisition;
- to grant the Directors authority to allot further Ordinary
Shares for cash other than on a pre-emptive basis;
- to grant the Directors the authority to allot New Ordinary
Shares in order to satisfy the consideration which may be required
to acquire the A1 Incentive Shares and the A2 Incentive Shares;
- the Whitewash Resolution; and
- to change the name of the Company to S(4) Capital plc.
Shareholders should note that if the Acquisition Resolutions are
not passed, the S(4) Acquisition will not complete, in which event
the Company will continue to pursue its strategy of identifying
acquisition targets.
In addition, a further resolution will be proposed at the
General Meeting to remove the Performance Condition attaching to
the Founder Shares.
A notice convening the General Meeting to approve the
Resolutions will be posted to Shareholders in due course.
Enquiries:
Derriston Capital plc
Harry Hyman (Non-executive chairman) Via Walbrook
Dowgate Capital Stockbrokers Limited Tel: 020 3903 7715
(corporate broker and adviser to Derriston
and to S(4) Capital)
James Serjeant / David Poutney
Walbrook PR Limited Tel: 020 7933 8780 or derriston@walbrookpr.com
Paul McManus / Nick Rome Mob: 07980 541 893 / 07748 325 236
DEFINITIONS
The definitions set out below apply throughout this
announcement, including the summary, unless the context requires
otherwise:
"A1 Incentive Shares" the "A1" ordinary shares of GBP2.00 each
in the capital of S(4) Capital;
"A2 Incentive Shares" the "A2" ordinary shares of GBP2.00 each
in the capital of S(4) Capital;
"Acquisition Agreement" the conditional share purchase agreement
between Derriston and the holders of the
S(4) Founder Ordinary Shares and the S(4)
Investor Ordinary Shares;
"Acquisition Resolutions" the resolutions expected to be proposed
at the General Meeting, the passing of each
of which is a condition to Completion;
"Admission" admission of the Consideration Shares to
the standard segment of the Official List
and to trading on the standard segment of
the London Stock Exchange's Main Market
becoming effective;
"Announcement" this announcement;
"Articles of Association" the Company's articles of association in
force as at the date of this Announcement;
"B Share Rights" the control rights of the Derriston B Share
as set out in this Announcement;
"City Code" the City Code on Takeovers and Mergers;
"Completion" completion of the Acquisition Agreement;
"Consideration Shares" the New Ordinary Shares and the Derriston
B Share;
"Derriston" or the "Company" Derriston Capital plc;
"Derriston B Share" the "B" ordinary share in the capital of
Derriston to be issued pursuant to the Acquisition
Agreement;
"Directors" the directors of the Company from time to
time;
"Enlarged Share Capital" the share capital of the Company after Admission,
comprising the Existing Ordinary Shares
and the Consideration Shares;
"Existing Ordinary Shares" the 25,000,000 Ordinary Shares;
"FCA" the Financial Conduct Authority;
"Founder Shares" means the Ordinary Shares held by Rodger
Sargent; Harry Hyman and 3B Capital Limited;
"FSMA" the United Kingdom Financial Services and
Markets Act 2000;
"General Meeting" the general meeting of the Company at which,
inter alia, the Acquisition Resolutions
will be proposed;
"Incentive Shares" the A1 Incentive Shares and the A2 Incentive
Shares;
"Listing Rules" the rules and regulations made by the Financial
Conduct Authority in its capacity as the
UKLA under the FSMA, and contained in the
UKLA's publication of the same name;
"Long Stop Date" 31 December 2018 (or such later date as
Sir Martin Sorrell and the Company may agree
with the consent of the holders of over
50 per cent. of the S(4) Investor Ordinary
Shares);
"New Ordinary Shares" the 591,967,000 Ordinary Shares to be issued
to the selling shareholders of S(4) Capital
upon Completion;
"Official List" the Official List of the FCA;
"Ordinary Shares" the ordinary shares of 2.5 pence each in
the capital of the Company;
"Performance Condition" the performance condition to which the Founder
Shares are subject as set out more fully
in the Prospectus relating to Derriston
dated 22 December 2016;
"Proposed Directors" Sir Martin Sorrell, Rupert Faure Walker
and Paul Roy;
"Takeover Panel" the Panel on Takeovers and Mergers;
"Prospectus" the prospectus relating to the issue of
the Consideration Shares by Derriston as
required by the FSMA and the Prospectus
Rules issued by the FCA and made under Part
VI of the FSMA;
"Resolutions" the resolutions to be proposed at the General
Meeting;
"S(4) Acquisition" the acquisition by Derriston of the S(4)
Founder Ordinary Shares and the S(4) Investor
Ordinary Shares;
"S(4) Capital" S(4) Capital Limited;
"S(4) Founder Ordinary the "B" ordinary shares of GBP0.001 each
Shares" in the capital of S(4) Capital;
"S(4) Investor Ordinary the ordinary shares of GBP0.001 each in
Shares" the capital of S(4) Capital;
"Shareholders" the shareholders of the Company from time
to time;
"Target Acquisition" the first acquisition by S(4) Capital or
its direct or indirect subsidiary of a trading
business;
"UKLA" the UK Listing Authority, being the FCA
acting in its capacity as the competent
authority for the purposes of Part VI of
the FSMA; and
"Whitewash Resolution" the ordinary resolution of the independent
Shareholders to be taken on a poll to approve
the waiver by the Panel of the obligation
that would otherwise arise on certain shareholders
of S(4) Capital to make a general offer
under Rule 9 of the City Code to be proposed
at the General Meeting.
Harry Hyman, Non-Executive Chairman
Derriston Capital plc, 201 Bishopsgate, London EC2M 3AB
LEI 21380068SP9V65KPQN68
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 or visit www.rns.com.
END
ACQDDGDUIGDBGIC
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May 30, 2018 02:01 ET (06:01 GMT)
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