TIDMEUSP
RNS Number : 2343E
EU Supply PLC
02 July 2019
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 THAT
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014
FOR IMMEDIATE RELEASE
2 July 2019
EU Supply plc
("EU Supply", the "Company" or the "Group")
Recommended Cash Offer for EU Supply by Mercell
To be effected by way of a Scheme Of Arrangement under Part 26
of the Companies Act 2006
Results of Court Meeting and General Meeting
EU Supply is pleased to announce that at the Court Meeting and
the General Meeting of EU Supply Shareholders held earlier today in
connection with the recommended cash offer for the entire issued
share capital of EU Supply by Mercell, the resolutions proposed
were duly passed. Full details of the resolutions are set out in
the notices of the Court Meeting and the General Meeting contained
in the scheme document sent to EU Supply Shareholders on 7 June
2019 (the "Scheme Document"), copies of which are available at
www.eusupply.com/Website/InvestorRelations and
https://www.mercell.com/en/105620654/-offer-for-eus.aspx.
At the Court Meeting, a majority in number of Scheme
Shareholders, who voted and were entitled to vote, either in person
or by proxy, and who together represented over 75 per cent. by
value of the votes cast, voted in favour of the resolution to
approve the Scheme. The resolution was accordingly passed. At the
General Meeting, the special resolution to provide for the
implementation of the Scheme was also passed by the requisite
majority.
The number of Scheme Shares in issue at 6.00 p.m. UK time on 28
June 2019 (the "Voting Record Time") was 85,722,035.
COURT MEETING
The voting on the resolution to approve the Scheme was taken on
a poll and the results were as follows:
Number Percentage Number of Percentage Number of
of of Scheme Scheme of Scheme Scheme Shares
Scheme Shares Shareholders Shareholders voted as
Shares Voted (%) who voted who voted a
voted (%) percentage
of
the Scheme
Shares
FOR 59,759,850 99.97 39 30.95 69.71
----------- --------------------------- -------------- -------------- ---------------
AGAINST 15,336 0.03 2 1.59 0.02
----------- --------------------------- -------------- -------------- ---------------
TOTAL 59,775,186 100.00 41 32.54 69.73
----------- --------------------------- -------------- -------------- ---------------
GENERAL MEETING
The voting on the special resolution to provide for the
implementation of the Scheme, the amendment to the Company's
articles of association and to re-register the Company as a private
company was taken on a poll and the results were as follows:
Number of Percentage of EU Supply
EU Supply Shares Shares
voted voted (%)
FOR 60,642,374 99.998
------------------ -------------------------
AGAINST 1,000 0.002
------------------ -------------------------
TOTAL 60,643,374 100
------------------ -------------------------
EFFECTIVE DATE AND TIMETABLE
Completion of the Transaction remains subject to the
satisfaction or, if applicable, waiver of the other Conditions set
out in the Scheme Document, including Court sanction of the
Scheme.
The expected timetable of principal events for the
implementation of the Scheme remains as set out in the Scheme
Document. The Court Hearing (to sanction the Scheme) is expected to
take place on 9 July 2019. If the Scheme becomes effective in
accordance with its terms, it is intended that dealings in EU
Supply Shares on AIM will be suspended at 7.30 a.m. on 10 July 2019
and subsequently be cancelled from admission to trading on AIM at
7.00 a.m. on 11 July 2019.
These times and dates are indicative only and EU Supply will
give notice of any change(s) to the above timetable by issuing an
announcement through a Regulatory Information Service and by
publishing such changes on its website at
www.eusupply.com/Website/InvestorRelations and, if required by the
Panel, sending notice of the change(s) to EU Supply Shareholders
and, for information only, to persons with information rights in EU
Supply.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Scheme Document.
Enquiries:
EU Supply
Thomas Beergrehn, Chief Executive Tel: +44 20 7127
Officer 4545
Fredrik Wallmark, Chief Financial
Officer
Shore Capital (financial adviser,
nominated adviser and broker to EU
Supply)
Tom Griffiths Tel: +44 20 7601
6100
David Coaten
Mercell
Terje Wibe, Chief Executive Officer Tel: +47 908 379
98
Fredrik Eeg, Chief Financial Officer Tel: +47 908 333
78
Liberum (financial adviser to Mercell)
Karri Vuori Tel: +44 20 3100
2222
James Greenwood
Euan Brown
William Hall
Important notices
Shore Capital and Corporate Limited, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
is acting exclusively as financial adviser to EU Supply and no one
else in connection with the Transaction, the contents of this
announcement or any other matters referred to in this announcement
and will not be responsible to anyone other than EU Supply for
providing the protections afforded to clients of Shore Capital and
Corporate Limited nor for providing advice in relation to the
Transaction, the contents of this announcement or any other matters
referred to in this announcement.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority is acting
exclusively as financial adviser to Mercell and no one else in
connection with the Transaction, the contents of this announcement
or any other matters referred to in this announcement and will not
be responsible to anyone other than Mercell for providing the
protections afforded to clients of Liberum Capital Limited nor for
providing advice in relation to the Transaction, the contents of
this announcement or any other matters referred to in this
announcement.
Forward-looking statements
This announcement contains statements about the Mercell Group,
the EU Supply Group and the Enlarged Group that are or may be
forward-looking statements. All statements other than statements of
historical facts included in this announcement may be
forward-looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"should", "continue", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects",
"ambition" 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 the EU Supply Group's,
the Mercell Group's or the Enlarged Group's operations and
potential synergies resulting from the Transaction; and (iii) the
effects of government regulation on the EU Supply Group's, the
Mercell Group's or the Enlarged Group's business.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
assumptions and assessments made by Mercell and/or EU Supply in
light of their experience and their perception of historical
trends, current conditions, future developments and other factors
they believe appropriate. Many factors could cause actual results
to differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
Neither the EU Supply Group nor the Mercell Group assume any
obligation to update any forward-looking or other statements
contained herein, except as required by applicable law or
regulation.
Overseas Jurisdictions
The release, publication or distribution of this announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this announcement and
all other announcements and documentation relating to the
Transaction are not being, and must not be, released, published,
mailed or otherwise forwarded, distributed or sent in, into or from
any jurisdiction where to do so would violate the laws of that
jurisdiction or any Restricted Jurisdiction. Persons receiving such
announcements or documentation (including, without limitation,
nominees, trustees and custodians) should inform themselves of, and
observe, these restrictions. Failure to do so may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies involved
in the Transaction disclaim any responsibility or liability for the
violations of any such restrictions by any person.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange
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 and regulations of
any jurisdictions outside England and Wales.
Unless otherwise determined by Mercell or required by the
Takeover Code, and permitted by applicable law and regulation, the
Transaction will 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.
The availability of the Transaction to EU Supply 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 legal or regulatory
requirements.
Further details in relation to the treatment of Overseas
Shareholders for the purpose of the Transaction is contained in the
Scheme Document.
Notice to US Investors
US shareholders should note that the Scheme relates to the
shares of a UK company that is a "foreign private issuer" as
defined under Rule 3b-4 under the US Exchange Act of 1934, as
amended (the "US Exchange Act"), is subject to UK disclosure
requirements (which are different from those of the United States)
and is proposed to be made by means of a scheme of arrangement
provided for under English law. A transaction effected by means of
a scheme of arrangement for a foreign private issuer is not subject
to the proxy solicitation or tender offer rules under the US
Exchange Act. Accordingly, the Scheme is subject to the disclosure
requirements, rules and practices applicable in the UK to schemes
of arrangement, which differ from the requirements of US proxy
solicitation or tender offer rules. Financial information included
in the Scheme Document or other relevant documentation will have
been prepared, unless specifically stated otherwise, in accordance
with accounting standards applicable in the UK and Norway and thus
may not be comparable to the financial information of United States
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
US shareholders should be aware that the Transaction may have
tax consequences in the United States and under other applicable
tax laws and, that such consequences, if any, are not described
herein. Each EU Supply Shareholder is urged to consult his
independent professional adviser immediately regarding the tax
consequences of the Transaction applicable to him.
If Mercell elects to implement the Transaction by means of a
Takeover Offer, such Takeover Offer shall be made in compliance
with the procedural and filing requirements of the US securities
laws at that time, to the extent applicable thereto, including
Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Such Takeover Offer would be made in the US by Mercell and no one
else. Mercell, certain affiliated companies and the nominees or
brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in EU Supply outside such Takeover
Offer during the period in which such Takeover Offer would remain
open for acceptance. If such purchases or arrangements to purchase
were to be made they would be made outside the United States in
compliance with applicable law, including the US Exchange Act and
the Takeover Code.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for EU Supply for the current or future period
would necessarily match or exceed the historical published earnings
or earnings per share for EU Supply.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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(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.
(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 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.
Publication on website and availability of hard copies
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on EU Supply's website at
www.eu-supply.com/Website/InvestorRelations and Mercell's website
at https://www.mercell.com/en/105620654/-offer-for-eus.aspx by no
later than 12 noon on the Business Day following the date of this
announcement. For the avoidance of doubt, the content of those
websites is not incorporated into and do not form part of this
announcement.
EU Supply Shareholders may request a hard copy of this
announcement by contacting Neville Registrars on 0121 585 1131
(non-UK callers +44 121 585 1131) during business hours or by
submitting a request in writing to Neville Registrars at Neville
House, Steelpark Road, Halesowen, West Midlands B62 8HD. If you
have received this announcement in electronic form, copies of this
announcement will not be provided unless such a request is
made.
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 FSMA if you are resident in the
United Kingdom, or from another appropriately authorised
independent financial adviser
, the news service of the London Stock Exchange. RNS is approved by
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the use and distribution of this information may apply. For further
information, please contact rns@lseg.com or visit www.rns.com.
ROMZMGGNZZGGLZM
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July 02, 2019 08:31 ET (12:31 GMT)
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