TIDMCOB
RNS Number : 9022Z
Cobham plc
15 January 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY 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
15 January 2020
RECOMMED CASH ACQUISITION
of
Cobham plc (Cobham)
by
AI Convoy Bidco Limited (Bidco)
an indirect subsidiary of funds managed by
Advent International Corporation
Court sanction of the Scheme
On 25 July 2019 the boards of Bidco and Cobham announced that
they had reached agreement on the terms of a recommended cash
acquisition of the entire issued and to be issued ordinary share
capital of Cobham by Bidco (the Acquisition). The Acquisition is to
be effected by means of a scheme of arrangement under Part 26 of
the Companies Act 2006 (the Scheme) which was contained in a
document sent to the ordinary shareholders of Cobham on 21 August
2019 (the Scheme Document)
On 16 September 2019, the Scheme was approved by the Scheme
Shareholders at the Court Meeting and the special resolution to
implement the Scheme was passed by the Cobham shareholders at the
General Meeting. On 20 December 2019, Cobham announced that Bidco
had received the requisite approvals needed to complete the
Acquisition from the UK Secretary of State for Business, Energy and
Industrial Strategy and relevant regulators in the EU, US, France,
Australia and Finland. In that announcement, Cobham also set out an
expected timetable of the remaining principal events with respect
to the Acquisition.
Cobham and Bidco are pleased to announce that the High Court of
Justice in England and Wales has today made an order sanctioning
the Scheme under section 899 of the Companies Act.
The Scheme will become effective upon the delivery of a copy of
the Court Order to the Registrar of Companies, which is expected to
occur on 17 January 2020.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document.
Next steps
Cobham confirms that the Scheme Record Time will be 6.30 p.m.
(London time) on 16 January 2020. Scheme Shareholders on Cobham's
register of members at the Scheme Record Time will, upon the Scheme
becoming effective, be entitled to receive 164.6 pence in cash for
each Cobham Share.
The last day for dealings in, and for registration of transfers
of, and disablement of CREST for, Cobham Shares is expected to be
on 16 January 2020. The listings of Cobham Shares and of Cobham
Preference Shares on the Official List and the admission to trading
of Cobham Shares and Cobham Preference Shares on the London Stock
Exchange's Main Market for listed securities are, in each case,
expected to be suspended with effect from 7.30 a.m. (London time)
on 17 January 2020. Once suspended, it is not expected that trading
in Cobham Shares or Cobham Preference Shares will recommence.
It is expected that the listings of Cobham Shares and Cobham
Preference Shares on the Official List and the admission to trading
of Cobham Shares and Cobham Preference Shares on the London Stock
Exchange's Main Market for listed securities will each be cancelled
with effect from 8.00 a.m. (London time) on 20 January 2020.
A further announcement will be made when the Scheme has become
effective and when the admission to listing and admission to
trading of Cobham Shares and Cobham Preference Shares have been
cancelled.
If any of the expected times and/or dates above change, the
revised times and/or dates will be notified to Cobham Shareholders
by announcement through a Regulatory Information Service. Such
announcement will, subject to certain restrictions relating to
persons in Restricted Jurisdictions, also be available on Cobham's
website at www.cobhaminvestors.com.
Enquiries:
Cobham
Julian Wais, Director of Investor Relations +44 (0)1202 857998
MHP Communications
Reg Hoare +44 (0) 20 3128 8100
Pete Lambie cobham@mhcp.com
Tim Rowntree
Tulchan (Financial PR Adviser to Cobham)
Andrew Grant +44 (0)20 7353 4200
Graeme Wilson cobham@tulchangroup.com
Harry Cameron
BofA Securities (Financial Adviser and Corporate
Broker to Cobham)
Peter Luck
Geoff Iles
Joshua Maguire +44 (0) 20 7628 1000
J.P. Morgan Cazenove (Financial Adviser
and Corporate Broker to Cobham)
Edmund Byers
Richard Perelman
Kirshlen Moodley +44 (0) 20 7742 4000
Rothschild & Co (Financial Adviser to Cobham)
Ravi Gupta
Sabina Pennings
David Morrison +44 (0) 20 7280 5000
Bidco
Advent
Finsbury (PR adviser to Bidco and Advent)
James Murgatroyd
Dorothy Burwell
Humza Vanderman +44 (0) 20 7251 3801
Goldman Sachs International (Financial Adviser
to Bidco and Advent)
Mark Sorrell
Nick Harper
Ed Eppler
Bertie Whitehead (Corporate Broking) +44 (0) 20 7774 1000
Citigroup (Financial Adviser to Bidco and
Advent)
Jan Skarbek
David Fudge
Stephen Edelman
Christopher Wren (Corporate Broking) +44 (0) 20 7986 4000
Credit Suisse International (Financial Adviser
to Bidco and Advent)
Joe Hannon +44 (0) 20 7888 8888
Freya Van Oorsouw
Important Notices
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
United Kingdom, is acting exclusively for Bidco and Advent and no
one else in connection with the Acquisition and will not be
responsible to anyone other than Bidco and Advent for providing the
protections afforded to clients of Goldman Sachs International or
for providing advice in connection with the Acquisition or in this
Announcement or any transaction or arrangement referred to
herein.
Citigroup Global Markets Limited ("Citigroup"), which is
authorised by the Prudential Regulation Authority and regulated in
the UK by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively as financial adviser to
Bidco and Advent and no one else in connection with the Acquisition
and shall not be responsible to anyone other than Bidco and Advent
for providing the protections afforded to clients of Citigroup nor
for providing advice in connection with the Acquisition or any
matter referred to in this Announcement.
Credit Suisse, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting as
financial adviser exclusively for Bidco and Advent and no one else
in connection with the matters set out in this Announcement and
will not be responsible to any person other than Bidco and Advent
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.
Merrill Lynch International ("BofA Securities"), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for Cobham
and for no one else in connection with the Acquisition and any
other matters referred to in this Announcement. BofA Securities
will not be responsible to anyone other than Cobham for providing
the protections afforded to clients of BofA Securities or for
providing advice in connection with the Acquisition or any other
matter referred to in this Announcement.
J.P. Morgan Securities plc, which conducts its United Kingdom
investment banking business as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove"), is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom. J.P. Morgan Cazenove is
acting as financial adviser exclusively for Cobham and no one else
in connection with the Acquisition and any other matters referred
to in this Announcement, and will not regard any other person as
its client in relation to the Acquisition and will not be
responsible to anyone other than Cobham for providing the
protections afforded to financial advisory clients of J.P. Morgan
Cazenove or for providing advice in relation to the Acquisition or
any other matter referred to in this Announcement.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Cobham
and for no one else in connection with the Acquisition and any
other matters set out in this Announcement. Rothschild & Co
will not regard any other person as its client in relation to the
Acquisition or any other matter set out in this Announcement, and
will not be responsible to anyone other than Cobham for providing
the protections afforded to clients of Rothschild & Co or for
providing advice in relation to the Acquisition or any other matter
referred to in this Announcement.
Overseas Shareholders
The release, publication or distribution of this Announcement in
or into certain 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 Takeover
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 Cobham 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.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.cobhaminvestors.com by no
later than 12 noon (London time) on the business day following the
date of this announcement.
The content of the website referred to in this announcement is
not incorporated into and does not form part of this
announcement.
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
SOAEAFFSFAXEEFA
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