TIDMMAYA
RNS Number : 4516E
Poly Glorious Investment Co. Ltd
09 February 2018
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
9 February 2018
Poly Glorious Investment Company Limited
("Poly Glorious")
Replacement irrevocables in relation to the
recommended acquisition of MayAir Group plc
Poly Glorious announces that subsequent to its announcement on
26 January 2018 (the "Announcement") in relation its recommended
acquisition of MayAir Group plc ("MayAir"), it has obtained revised
irrevocable undertakings from the board members of MayAir (the
"Revised Irrevocables").
The Revised Irrevocables follow substantially the same form as
those detailed in the Announcement and cover an identical number of
shares with the only difference being an amendment to clause
1.7(b). Accordingly, the position in relation to the level of
irrevocables given in favour of MayAir has not changed and is set
out below for completeness.
Irrevocable undertakings
Each MayAir Director (other than the MayAir Independent
Directors) and their related interests, each member of the Concert
Party and each Management Shareholder has irrevocably undertaken to
vote in favour of the Scheme at the Court Meeting and the Special
Resolution to be proposed at the General Meeting in respect of
their own MayAir Shares, being in aggregate a total of 24,909,300
MayAir Shares, representing approximately 59.36 per cent. of the
existing ordinary share capital of MayAir in issue (excluding
treasury shares) on 7 February 2018 (being the latest practicable
date prior to this Announcement).
Jacques-Franck Dossin (being the only MayAir Independent
Director who holds MayAir Shares) has irrevocably undertaken to
vote in favour of the Resolutions in respect of his own MayAir
Shares, being 25,000 MayAir Shares, representing approximately 0.06
per cent. of the existing ordinary share capital of MayAir in issue
(excluding treasury shares) on 7 February 2018 (being the latest
practicable date prior to this Announcement).
The irrevocable undertakings referred to above will remain in
full force and effect if the Acquisition is carried out by way of a
Takeover Offer provided that: (i) MayAir has approved the
Acquisition being carried out by way of Takeover Offer; and (ii)
such Takeover Offer is on terms at least as favourable as the
Scheme.
In addition to the above irrevocable undertakings, Poly Glorious
has also received irrevocable undertakings from Invesco Asset
Management Limited and Aberdeen Asset Management Asia Limited,
shareholders of MayAir, to vote in favour of the Resolutions in
respect of a total of 6,329,910 MayAir Shares, representing
approximately 15.09 per cent. of the existing ordinary share
capital of MayAir in issue (excluding treasury shares) on 7
February 2018 (being the latest practicable date prior to this
Announcement).
If, within five Business Days after the despatch of the document
containing the terms and conditions of the Acquisition (whether by
means of a contractual offer, scheme of arrangement or otherwise),
a third party announces a firm intention to make an offer to
acquire all the issued and to be issued equity share capital of
MayAir for cash for a consideration per share which represents at
least 10 per cent. greater than the value of the consideration per
share available under the Offer as at the date of such third party
announcement, then the obligations of the two shareholders referred
to above under their undertakings shall lapse.
In aggregate, therefore, irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the Special
Resolutions to be proposed at the General Meeting have been
received in respect of a total of 31,264,210 MayAir Shares,
representing approximately 74.51 per cent. of the existing ordinary
share capital of MayAir in issue (excluding treasury shares) on 7
February 2018 (being the latest practicable date prior to this
Announcement).
In addition, irrevocable undertakings to vote in favour of the
Management Shareholder Consideration Resolution to be proposed at
the General Meeting have been received in respect of a total of
6,354,910 MayAir Shares, representing approximately 37.27 per cent.
of the MayAir Shares held by Independent MayAir Shareholders
(excluding treasury shares) on 7 February 2018 (being the latest
practicable date prior to this Announcement). The Management
Shareholders and the members of the Concert Party have irrevocably
undertaken not to vote (and to take all reasonable steps to ensure
that none of their associates will vote) on the Management
Shareholder Consideration Resolution.
Further details of these irrevocable undertakings will be set
out in the Scheme Document. A copy of the Revised Irrevocable
undertakings will be put on display on Poly Glorious' website
(www.poly-pgi.com) and MayAir's website (www.mayairgroup.com) from
12 noon on 12 February 2018 until the Effective Date.
Terms defined in this announcement have the same meaning as
those in the Announcement unless separately defined.
For further information or enquiries please contact:
Poly Glorious Investment Company Limited Tel: +852 2813 2033
Albert Yam, Vice President
Nplus1 Singer Advisory LLP (financial adviser to Poly Glorious) Tel: +44 (0)20 7496 3000
Alex Price
Liz Yong
IMPORTANT NOTICES
Nplus1 Singer Advisory LLP, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Poly Glorious and no one else
in connection with the matters referred to in this Announcement. In
connection with these matters, N+1 Singer, its affiliates and their
respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to anyone other than Poly Glorious for providing the
protections afforded to the clients of N+1 Singer nor for providing
advice in relation to the matters referred to in this
Announcement.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or Jersey or who are subject to
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to overseas
shareholders will be contained in the Scheme Document.
US investors in MayAir
The Acquisition relates to shares of a Jersey company and is
proposed to be effected by means of a scheme of arrangement under
the laws of Jersey. A transaction effected by means of a scheme of
arrangement is not subject to the proxy solicitation or tender
offer rules under the US Securities Exchange Act of 1934.
Accordingly, the Scheme is subject to the disclosure requirements,
rules and practices applicable in the Jersey to schemes of
arrangement, which differ from the requirements of the US proxy
solicitation and tender offer rules. However, if Poly Glorious were
to elect to implement the Acquisition by means of a Takeover Offer,
such Takeover Offer will be made in compliance with all applicable
laws and regulations, including the US tender offer rules, to the
extent applicable.
Restricted Jurisdictions
Unless otherwise determined by Poly Glorious or required by the
Code, and permitted by applicable law and regulation, the
Acquisition 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 and no person may vote in favour of
the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do
so would constitute a violation of the laws of that 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.
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 MayAir Shareholders who
are not resident in the United Kingdom or Jersey may be affected by
the laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom or Jersey should
inform themselves of, and observe, any applicable requirements.
Cautionary Note Regarding Forward Looking Statements
This Announcement contains statements that are or may be deemed
to be forward looking with respect to the financial condition,
results of operations and business of MayAir and certain plans and
objectives of the MayAir Board and Poly Glorious. These forward
looking statements can be identified by the fact that they are
prospective in nature and do not relate to historical or current
facts. These estimates are based on assumptions and assessments
made by the MayAir Board or Poly Glorious in light of their
experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe appropriate.
Without limitation, any statements preceded or followed by or
that include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "should", "could", "would", "may",
"anticipates", "estimates", "synergy", "cost-saving", "projects",
"goal" or "strategy" 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 Poly Glorious' or
MayAir's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on Poly
Glorious' or MayAir's business.
These forward looking statements are made as at the date of this
Announcement and are not guarantees of future financial
performance. Except as expressly provided in this Announcement,
they have not been reviewed by the auditors of Poly Glorious or
MayAir. Such forward looking statements involve known and unknown
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. 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. All subsequent oral or written forward looking
statements attributable to Poly Glorious or MayAir or any of their
respective members, directors, officers or employees or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. Each of Poly Glorious and MayAir
disclaim any obligation to update any forward looking or other
statements contained herein, except as required by applicable
law.
Dealing Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of MayAir 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) MayAir 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
MayAir 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 Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of MayAir or of any securities exchange offeror(s) must
make a Dealing Disclosure if the person deals in any relevant
securities of MayAir 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)
MayAir and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b)
of the Code 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 MayAir or a securities exchange
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by MayAir and by
any offeror and Dealing Disclosures must also be made by MayAir, by
any offeror(s) and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4 of the Code).
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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