TIDMDTY
RNS Number : 6573V
Valderrama Ltd
06 April 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND NO INVESTMENT DECISION IN
RELATION TO THE ACQUISITION, THE VALDERRAMA SHARES OR THE NEW
CASTELNAU CONSIDERATION SHARES SHOULD BE MADE EXCEPT ON THE BASIS
OF INFORMATION IN THE OFFER DOCUMENT AND THE CASTELNAU PROSPECTUS
(AS SUPPLEMENTED BY THE SUPPLEMENTARY PROSPECTUS (AS DEFINED
BELOW)).
FOR IMMEDIATE RELEASE
6 April 2023
RECOMMED CASH OFFER
FOR
DiGNITY PLC ("DIGNITY")
BY
yellow (spc) bidco limited ("BIDCO")
(a newly formed company indirectly owned or controlled by a
consortium comprised of joint offerors SPWOne V Limited, Castelnau
Group Limited and Phoenix Asset Management Partners Limited)
Satisfaction of FCA Change in Control Condition and Offer
timetable resumption
On 14 February 2023, Bidco announced that the offer document
(the "Offer Document") relating to its recommended cash offer for
the entire issued and to be issued share capital of Dignity, other
than the Dignity Shares already owned or controlled by Castelnau
and PAMP, had been posted to Dignity Shareholders.
Capitalised terms used but not defined in this announcement have
the same meaning given to them in the Offer Document. All
references to times in this announcement are to London times,
unless otherwise stated.
As set out in the Offer Document, the Offer is conditional upon,
among other things, satisfaction of the FCA Change in Control
Condition.
On 23 March 2023 (being, in relation to the Offer, the second
day prior to Day 39 (the "Suspension Deadline")), the timetable for
the Offer was suspended pursuant to Rule 31.4 of the Takeover Code,
as a result of the FCA Change in Control Condition not having been
satisfied or waived by the Suspension Deadline.
Bidco and Dignity are pleased to confirm that the FCA Change in
Control Condition was satisfied on 5 April 2023.
Resumption of Offer timetable
Bidco hereby confirms:
-- that the timetable for the Offer shall resume with effect from
today's date and that today's date constitutes the 28(th) day prior
to Day 60; and
-- in accordance with Rule 31.4(d) of the Takeover Code, that the
new Day 60 (referred to as the "Unconditional Date" in the Offer
Document) is 4 May 2023.
The Offer remains subject to a number of other conditions, set
out in the Offer Document, in particular the Acceptance Condition.
Further announcements will be made as required.
Action to be taken
Dignity Shareholders who have not yet accepted the Offer and/or
made Alternative Offers Elections are urged to do so as soon as
possible in accordance with the procedures set out in paragraph 13
of Part II of, and in Part 4 and Part 5 of Appendix A to, the Offer
Document. By way of summary:
-- to accept the Offer and make any Alternative Offers Elections in
respect of certificated Dignity Shares, Dignity Shareholders must
complete and return the Form of Acceptance, together with their
share certificate(s) and/or other document(s) of title, as soon
as possible and, in any event, so as to be received by Link Group
at Corporate Actions, 10th Floor, Central Square, 29 Wellington
Street, Leeds LS1 4DL by no later than 1.00 p.m. on the Unconditional
Date; and
-- acceptances and Alternative Offers Elections in respect of uncertificated
Dignity Shares should be made electronically through CREST so that
the TTE instruction settles as soon as possible and, in any event,
no later than 1.00 p.m. on the Unconditional Date.
CREST sponsored members should refer to their CREST sponsor, as
only the CREST sponsor will be able to send the necessary TTE
instruction(s) to Euroclear.
In addition, Eligible Dignity Shareholders who wish to make an
election for the Unlisted Share Alternative must, regardless of
whether they hold their Dignity Shares in certificated or
uncertificated form, complete and return the Valderrama KYC Form
that accompanied the Offer Document.
Dignity Shareholders are reminded that, as set out in the Offer
Document, Bidco intends to close the Alternative Offers on the date
falling 14 days after the date on which the Offer has become or
been declared unconditional (referred to in the Offer Document as
the "Scale Back Date"). Any closure of the Alternative Offers will
be announced by Bidco via a Regulatory Information Service. If
Bidco chooses to leave the Offer open for acceptance following the
Scale Back Date, Dignity Shareholders will no longer be able to
make Alternative Offers Elections and any Dignity Shareholders who
purport to make Alternative Offers Elections after the Alternative
Offers have been closed will not receive any Valderrama D Shares or
New Castelnau Consideration Shares, as applicable, but will instead
receive the Cash Offer only.
Full details on how to accept the Offer are set out in the Offer
Document and (if applicable) the Form of Acceptance. The Offer
Document is available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Castelnau's
website at www.castelnaugroup.com and on Dignity's website at
www.dignityplc.co.uk.
If you have any questions relating to this announcement, or the
completion and return of the Form of Acceptance or the Valderrama
KYC Form, please telephone Link Group on +44 (0)371 664 0321. Calls
from within the United Kingdom are charged at the standard
geographic rate and will vary by provider. Calls from outside the
United Kingdom will be charged at the applicable international
rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to
Friday (excluding public holidays in England and Wales). Please
note that Link Group cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and
training purposes.
Enquiries
SPWOne info@SPWOne.com
Nick Edwards / Chris Wensley / Adam Bulmer
PAMP / Castelnau
Gary Channon / Steve Tatters / Graham Shircore +44 20 8600 0100
Morgan Stanley (Financial adviser to Bidco)
Laurence Hopkins / Richard Brown / Anusha
Vijeyaratnam +44 20 7425 8000
Liberum (Corporate broker to Castelnau)
Darren Vickers / Owen Matthews / William King +44 20 3100 2222
H/Advisors Maitland (PR adviser to Bidco)
William Clutterbuck / Jason Ochere / Jonathan
Cook +44 20 7379 5151
Dignity
Kate Davidson MBE - Chief Executive Officer
Giovanni (John) Castagno - Chair +44 20 7466 5000
Rothschild & Co (Financial adviser and Rule
3 adviser to Dignity)
Majid Ishaq / John Byrne / Ali Kazmi +44 20 7280 5000
Investec (Corporate broker to Dignity)
Gary Clarence / Ben Farrow +44 20 7597 4000
Buchanan (PR adviser to Dignity)
Chris Lane / Hannah Ratcliff / Verity Parker +44 20 7466 5000
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, or otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities, or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Dignity or any member of the Consortium pursuant to
the Acquisition or otherwise in any jurisdiction in contravention
of applicable laws. The Offer is being made solely by means of the
Offer Document (as amended by the terms of this announcement) and
the Form of Acceptance, which, together, contain the full terms and
conditions of the Offer, including details of how it may be
accepted.
In addition to the Offer Document published by Bidco, Castelnau
published the Castelnau Prospectus (as supplemented by the
supplementary prospectus published by Castelnau on 4 April 2023
(the "Supplementary Prospectus")), containing information on,
amongst other things, the New Castelnau Consideration Shares.
Dignity Shareholders should read the Offer Document (as amended by
the terms of this announcement), the Castelnau Prospectus (as
supplemented by the Supplementary Prospectus) and the Form of
Acceptance carefully because they contain important information in
relation to the Offer and the New Castelnau Consideration Shares.
Any decision by Dignity Shareholders in respect of the Offer should
be made only on the basis of the information contained in the Offer
Document (as amended by the terms of this announcement), the
Castelnau Prospectus (as supplemented by the Supplementary
Prospectus) and the Form of Acceptance.
This announcement does not constitute a prospectus or prospectus
equivalent document. Approval of the Castelnau Prospectus and/or
the Supplementary Prospectus by the FCA should not be understood as
an endorsement of the New Castelnau Consideration Shares.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable legal or
regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom to accept the Offer or to
execute and deliver a Form of Acceptance may be affected by the
laws of the relevant jurisdictions in which they are located. Any
failure to comply with the applicable restrictions 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.
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, neither the
Listed Share Alternative nor the Unlisted Share Alternative are
being made available, directly or indirectly, in, into or from a
Restricted Jurisdiction and no Dignity Shareholder may make an
Alternative Offers Election by any use, means or instrumentality
(including facsimile, e-mail or other electronic transmission or
telephone) of interstate or foreign commerce of, or of any facility
of, a national, state or other securities exchange of a Restricted
Jurisdiction. In addition, unless otherwise determined by Bidco or
required by the Takeover Code, the Listed Share Alternative is not
being made available to any Dignity Shareholder whose registered
address is in an EEA Member State.
The availability of the Acquisition to Dignity Shareholders who
are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the United Kingdom should inform themselves about, and
observe, any applicable legal or regulatory requirements of their
jurisdictions.
Details in relation to Dignity Shareholders in overseas
jurisdictions are also contained in the Offer Document.
The Acquisition is subject to the applicable requirements of the
Takeover Code, the Panel, the LSE and the FCA.
Additional information for US investors
The Offer relates to the securities of a UK company and is
subject to UK disclosure requirements, which are different from
those of the United States. Financial information included in this
announcement, the Offer Document and the Castelnau Prospectus (as
supplemented by the Supplementary Prospectus) has been or will have
been prepared in accordance with accounting standards applicable in
the United Kingdom that 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 United States.
The Offer is being made in the United States pursuant to the
applicable US tender offer rules and otherwise in accordance with
the requirements of the Takeover Code. Accordingly, the Offer is
subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments, that are different from those
applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the Offer by a US holder of
Dignity Shares 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 Dignity Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
acceptance of the Offer.
It may be difficult for US holders of Dignity Shares to enforce
their rights and any claim arising out of the US federal laws,
since Bidco and Dignity 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 of Dignity Shares 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.
The securities to be issued in connection with either of the
Alternative Offers pursuant to the Offer have not been and will not
be registered under the US Securities Act or the securities laws of
any state or other jurisdiction of the United States. Valderrama D
Shares and New Castelnau Consideration Shares will only be made
available outside of the US to non-US Persons in offshore
transactions within the meaning of, and in accordance with, the
safe harbour from the registration requirements provided by
Regulation S.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% 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. on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. 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 Takeover Code, any person who is, or
becomes, interested in 1% 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(s), 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. 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 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.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Financial advisers
Morgan Stanley & Co. International plc ("Morgan Stanley"),
which is authorised by the PRA and regulated by the FCA and the PRA
in the United Kingdom, is acting as financial adviser exclusively
to Bidco and the members of the Consortium and for no one else and
will not be responsible to anyone other than Bidco and the members
of the Consortium for providing the protections afforded to its
clients or for providing advice in relation to the matters referred
to in this announcement. Neither Morgan Stanley, nor any of its
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 Morgan Stanley in connection with the Acquisition, any statement
contained in this announcement or otherwise.
Rothschild & Co, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for Dignity and no
one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than
Dignity for providing the protections afforded to clients of
Rothschild & Co, nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement.
Neither Rothschild & Co nor any of its affiliates (nor their
respective directors, officers, employees or agents) 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 Rothschild & Co
in connection with this announcement, any statement contained in
this announcement, the Acquisition or otherwise. No representation
or warranty, express or implied, is made by Rothschild & Co as
to the contents of this announcement.
Liberum, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively as corporate broker to
Castelnau and no one else in connection with the matters referred
to in this announcement and will not be responsible to anyone other
than Castelnau for providing the protections afforded to clients of
Liberum, nor for providing advice in relation to the Acquisition or
any other matters referred to in this announcement. Neither Liberum
nor any of its affiliates (nor their respective directors,
officers, employees or agents) 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 Liberum in connection with this announcement,
any statement contained in this announcement, the Acquisition or
otherwise. No representation or warranty, express or implied, is
made by Liberum as to the contents of this announcement.
Investec, which is authorised by the PRA and regulated by the
FCA and the PRA, is acting as corporate broker exclusively to
Dignity and for no one else in connection with the Acquisition or
other matters referred to in this announcement and will not be
responsible to anyone other than Dignity for providing the
protections afforded to its clients nor for providing advice in
relation to the Acquisition, the contents of this announcement or
any other matters set out in this announcement. Further, Investec
accepts no responsibility whatsoever and makes no representations
or warranty, express or implied, for or in respect of the contents
of this announcement. Investec and its affiliates accordingly
disclaim, to the fullest extent permitted by law, any and all
responsibility and liability whatsoever, arising in tort or
otherwise, which it might otherwise have in respect of this
announcement, any statement contained in it, the Acquisition or
otherwise.
Website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Castelnau's website at www.castelnaugroup.com and
on Dignity's website at www.dignityplc.co.uk by no later than 12
noon on the Business Day following this announcement. For the
avoidance of doubt, the contents of the websites referred to in
this announcement are not incorporated into and do not form part of
this announcement.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Right to request hard copies
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled
may request a copy of this announcement in hard copy form by
contacting Dignity's registrar, Equiniti Limited, at Aspect House,
Spencer Road, Lancing, West Sussex, BN99 6DA, or by telephoning +44
(0) 371 384 2674. Calls outside the UK will be charged at the
applicable international rate. A person may also request that all
future documents, announcements and information to be sent to that
person in relation to the Offer should be in hard copy form. For
persons who receive a copy of this announcement in electronic form
or via a website notification, a hard copy of this announcement
will not be sent unless so requested.
Information relating to Dignity Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Dignity Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Dignity may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 to the
Takeover Code.
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END
OUPZZGGDGVFGFZM
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