TIDMPTSG
RNS Number : 3326G
Premier Technical Services Grp PLC
22 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 SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO.596/2014
FOR IMMEDIATE RELEASE
22 July 2019
RECOMMED CASH ACQUISITION
OF
PREMIER TECHNICAL SERVICES GROUP PLC ("PTSG")
BY
BERNARD BIDCO LIMITED ("BIDCO")
a newly-incorporated company established on behalf of Macquarie
Principal Finance Pty Limited, UK branch and a wholly-owned
subsidiary of Macquarie Group Limited
Results of Court Meeting and General Meeting
On 20 June 2019, the board of Bidco and the Independent
Directors of PTSG announced that they had reached agreement on the
terms of a recommended all cash offer pursuant to which Bidco, a
newly incorporated company established on behalf of Macquarie
Principal Finance Pty Limited, UK branch and a wholly owned
subsidiary of Macquarie Group Limited, will acquire the entire
issued and to be issued share capital of PTSG (the "Acquisition").
The Acquisition will be implemented by way of a Court-sanctioned
scheme of arrangement pursuant to Part 26 of the Companies Act 2006
(the "Scheme").
The Independent Directors of PTSG are pleased to announce that,
at a Court Meeting and General Meeting (each as defined below)
which were held earlier today, the shareholders of PTSG eligible to
vote at each of the meetings approved by the requisite majorities
all of the resolutions proposed at each of the meetings in respect
of the Acquisition and accordingly the Scheme was approved.
Details of the resolutions passed are set out in the notices of
the Court Meeting and General Meeting contained in the scheme
document dated 28 June 2019 (the "Scheme Document").
The total number of PTSG Shares in issue at close of business on
20 July 2019, being the Voting Record Time, was 126,266,615.
Court Meeting
The first meeting, convened in accordance with an order of the
Court dated 27 June 2019, sought approval from Scheme Shareholders
who are also Independent Shareholders (each as defined in the
Scheme Document) for the Scheme (the "Court Meeting").
A majority in number of Independent Shareholders who were
entitled to vote and voted (either in person or by proxy),
representing not less than 75. per cent in value of those Scheme
Shares (as defined in the Scheme Document) held by such Independent
Shareholders approved the Scheme at the Court Meeting.
Details of the votes cast were as follows:
No. of Independent % of Independent No. of Scheme % of Scheme No. of Scheme
Shareholders Shareholders Shares voted Shares voted Shares voted
present present as a % of
and voting and voting the Scheme
on the resolution Shares eligible
to be voted
at the Court
Meeting
For 47 95.92% 62,745,664 100.00% 64.54%
------------------- ------------------- -------------- -------------- -----------------
Against 2 4.08% 1,673 0.00*% 0.00*%
------------------- ------------------- -------------- -------------- -----------------
Total 49 100.00% 62,747,337 100.00% 64.54%
------------------- ------------------- -------------- -------------- -----------------
* Number rounded down to the nearest 2 decimal places.
As at the Voting Record Time, being close of business on 20 July
2019, the total number of Scheme Shares in issue, held by the
Independent Shareholders and eligible to vote on the Scheme was
97,220,736.
General Meeting
The General Meeting (as defined in the Scheme Document) sought
approval for a special resolution for the purpose of giving effect
to the Scheme and associated amendments to the articles of
association of the Company, and an ordinary resolution to approve
the Reinvestment Arrangements and the MIP set out in the Scheme
Document (the "Resolutions"). The Resolutions were decided on a
poll and duly passed by the requisite majorities. Voting on the
Resolutions was by way of poll and each eligible PTSG Shareholder
present in person or by proxy was entitled to one vote for each
PTSG Share held. All PTSG Shareholders were entitled to vote on the
Special Resolution.
Details of the votes cast were as follows:
Special Resolution (implementation of the Scheme and amendments
to articles of association)
No. of PTSG % of PTSG No. of PTSG Withheld
Shares voted Shares voted Shares present (number)
on the resolution and voting **
as a % of all
PTSG Shares
in issue
For 91,937,629 100.00% 72.81% N/A
-------------- ------------------- ---------------- ----------
Against 1,673 0.00***% 0.00***% N/A
-------------- ------------------- ---------------- ----------
Total 91,939,302 100.00% 72.81% 20,000
-------------- ------------------- ---------------- ----------
**A withheld vote is not a vote in law and, accordingly, is not
counted in the calculation of the proportion of votes "For" and
"Against" the resolution concerned. Any proxy appointments which
gave discretion to the Chairman have been included in the vote
"For" total.
*** Number rounded down to the nearest 2 decimal places.
Ordinary Resolution (approval of Reinvestment Arrangements and
MIP)
No. of PTSG % of PTSG No. of PTSG Withheld
Shares voted Shares voted Shares present (number)****
on the resolution and voting
as a % of all
PTSG Shares
eligible to
be voted on
the resolution
For 60,236,772 95.98% 61.96% N/A
-------------- ------------------- ---------------- --------------
Against 2,520,889 4.02% 2.59% N/A
-------------- ------------------- ---------------- --------------
Total 62,757,661 100.00% 64.55% 28,865,336
-------------- ------------------- ---------------- --------------
**** A withheld vote is not a vote in law and, accordingly, is
not counted in the calculation of the proportion of votes "For" and
"Against" the resolution concerned. Any proxy appointments which
gave discretion to the Chairman have been included in the vote
"For" total.
As at the Voting Record Time, being close of business on 20 July
2019, PTSG's issued ordinary share capital consisted of 126,266,615
shares, and PTSG's issued ordinary share capital held by
Independent Shareholders entitled to vote on the Ordinary
Resolution consisted of 97,218,515 shares. The total voting rights
in PTSG which were eligible to be voted on the Special Resolution
were 126,266,615 and on the Ordinary Resolution were
97,218,515.
Next Steps and Key Dates
Completion of the Acquisition remains subject to the
satisfaction or (if capable of waiver) waiver of the remaining
Conditions, including the sanction of the Scheme at the Court
Hearing and the delivery of a copy of the Court Order to the
Registrar of Companies.
The expected timetable of principal events for the
implementation of the Scheme remains as set out on page ix of the
Scheme Document.
The date of the Court Hearing to sanction the Scheme is expected
to be 30 July 2019. It is intended that dealings in PTSG Shares
will be suspended at 7.30 a.m. on 31 July 2019.
Subject to the Court approving the Scheme and the Court Order
being duly delivered to the Registrar of Companies, it is
anticipated that the Scheme will become effective on 31 July
2019.
If the Court sanctions the Scheme it is intended that the
admission to trading of PTSG Shares on AIM will be cancelled with
effect from 7.00 a.m. on 1 August 2019.
Settlement of the consideration to which any holder of Scheme
Shares is entitled will be effected by no later than 14 August
2019.
The dates stated above are indicative only and will depend,
among other things, on the dates upon which the Court sanctions the
Scheme and the date on which the Conditions are satisfied or (if
capable of waiver) waived.
If any of the times and/or dates above change, the revised times
and/or dates will be notified to PTSG Shareholders by announcement
through a Regulatory Information Service.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document.
Enquiries:
Bidco/Macquarie Group Tel: + 44 (0) 20 3037 2000
Victoria Webb
Rothschild & Co (Financial adviser to Bidco) Tel: + 44 (0) 207 280 5000
Stuart Vincent
Robert Dunnett
Alistair Allen
Premier Technical Services Group plc Tel: + 44 (0) 1977 668 771
Paul Teasdale, Chief Executive Officer
KPMG LLP (Lead financial adviser to PTSG) Tel: + 44 (0)207 311 1000
Manuel Sammut
Helen Roxburgh
Giles Taylor
Numis Securities Limited (Financial adviser, Tel: + 44 (0) 207 260 1000
nominated adviser and broker to PTSG)
Stuart Skinner
Kevin Cruickshank
Michael Burke
Hudson Sandler (Public relations adviser to PTSG) Tel: + 44 (0) 207 796 4133
Charlie Jack
Important notices
Rothschild & Co, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial
adviser to Bidco and no one else in connection with the Acquisition
or any matters referred to in in this Announcement In connection
with such matters, Rothschild & Co, its affiliates and its or
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 Bidco for providing the
protections afforded to their clients or for providing advice in
relation to the Acquisition, the contents of this Announcement or
any other matter referred to in this Announcement or owe or accept
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise
to any person other than Bidco in connection with the matters
referred to in this Announcement, or otherwise.
KPMG, which is authorised and regulated in the United Kingdom by
the FCA, is acting exclusively as lead financial adviser to PTSG
and for no one else in connection with the Acquisition or any
matters referred to in this Announcement and will not be
responsible to anyone other than PTSG 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
referred to in this Announcement. Neither KPMG nor any of its
affiliates, respective directors, officers, employees and 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 KPMG in
connection with the matters referred to in this Announcement, or
otherwise.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as financial adviser, nominated adviser and broker
exclusively for PTSG and no one else in connection with the matters
set out in this announcement and will not regard any other person
as its client in relation to the matters in this announcement and
will not be responsible to anyone other than PTSG for providing the
protections afforded to clients of Numis, nor for providing advice
in relation to any matter referred to herein.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or a solicitation
of an offer to buy, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities pursuant to the Acquisition or
otherwise, nor shall there be any purchase, sale, issuance or
exchange of securities or such solicitation in any jurisdiction in
which such offer, invitation, solicitation, purchase, sale,
issuance or exchange is unlawful.
This Announcement has been prepared in connection with proposals
in relation to a scheme of arrangement pursuant to and for the
purpose of complying with English law, the Takeover Code and the
AIM Rules and 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. Nothing in this Announcement should be relied on
for any other purpose.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and the release of this Announcement shall not
give rise to any implication that there has been no change in the
facts set out in this Announcement since such date.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws and/or regulations of those jurisdictions and therefore
persons into whose possession this Announcement comes who are
subject to the laws and/or regulations of any jurisdiction other
than the United Kingdom should inform themselves about and observe
any such applicable restrictions in their jurisdiction. Further
details in relation to the Overseas Shareholders are contained in
the Scheme Document. Any failure to comply with any such
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.
Unless otherwise determined by Bidco or required by the Takeover
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 Scheme by any such means from within a Restricted Jurisdiction
or any other jurisdiction if to do so would constitute a violation
of the laws of 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. If the Acquisition is
implemented by Takeover Offer (unless otherwise permitted by
applicable law or regulation), the Takeover Offer may not be made,
directly or indirectly, in or into or by use of the mails or any
other means or instrumentality (including, without limitation,
facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of
a national state or other securities exchange of any Restricted
Jurisdiction) and the Takeover Offer will not be capable of
acceptance by any such use, means instrumentality or facilities or
from or within any Restricted Jurisdiction.
The availability of the Acquisition to PTSG 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.
Additional information for US investors
PTSG Shareholders in the United States should note that the
Acquisition relates to the securities of a company incorporated in
England and is proposed to be effected by means of a scheme of
arrangement under the laws of England and Wales. This Announcement,
the Scheme Document and certain other documents relating to the
Acquisition have been prepared in accordance with English law, the
Takeover Code and UK disclosure requirements, format and style, all
of which differ from those in the United States. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements of and practices applicable in the United
Kingdom to schemes of arrangement, which differ from the disclosure
requirements of the United States tender offer and proxy
solicitation rules. If, in the future, Bidco exercises the right to
implement the Acquisition by way of a Takeover Offer and determines
to extend the offer into the United States, the Acquisition will be
made in compliance with applicable United States laws and
regulations, including any applicable exemptions under the US
Exchange Act.
PTSG's financial statements, and all financial information that
is included in this Announcement or in the Scheme Document, or any
other documents relating to the Acquisition, have been or will be
prepared in accordance with IFRS and may not be comparable to
financial statements of companies in the United States or other
companies whose financial statements are prepared in accordance
with US generally accepted accounting principles.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its PTSG Shares pursuant to
the Scheme 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 PTSG
Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of US federal securities laws, since Bidco and
PTSG 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 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.
In accordance with normal practice in the UK and consistent with
Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated
companies and their nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in PTSG
outside the US, other than pursuant to the Acquisition, until the
date on which the Acquisition and/or Scheme becomes Effective,
lapses or is otherwise withdrawn. If such purchases or arrangements
to purchase were to be made they would occur either in the open
market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US
Exchange Act. Any information about such purchases or arrangements
to purchase will be disclosed as required in the United Kingdom,
will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com.
Forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Bidco, Macquarie
Group or PTSG contain statements about Bidco, Macquarie Group
and/or PTSG that are or may be deemed to 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", "plans", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"estimates", "hopes" "projects", "continue", "schedule" 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 Bidco's, Macquarie
Group's or PTSG's operations and potential synergies resulting from
the Acquisition; and (iii) the effects of government regulation on
Bidco's, Macquarie Group's or PTSG's business.
These forward-looking statements are not guarantees of future
performance. By their nature, 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. Many of these risks and uncertainties relate to factors
that are beyond the entities' ability to control or estimate
precisely. These factors include, but are not limited to, the
satisfaction of the conditions to the Acquisition, as well as
additional factors, such as changes in political and economic
conditions, changes in the level of capital investment, retention
of key employees, changes in customer habits, success of business
and operating initiatives and restructuring objectives, impact of
any acquisitions or similar transactions, changes in customers'
strategies and stability, competitive product and pricing measures,
changes in the regulatory environment, fluctuations of interest and
exchange rates, the outcome of any litigation. For a discussion of
important factors which could cause actual results to differ from
forward-looking statements in relation to the PTSG Group, refer to
the annual report for PTSG for the financial year ended 31 December
2018. Neither Bidco, Macquarie Group or PTSG, nor any of their
respective associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this Announcement will actually occur. 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 of
this Announcement. All subsequent oral or written forward-looking
statements attributable to Bidco, Macquarie Group or PTSG 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. Bidco, Macquarie Group
and PTSG disclaim any obligation to update any forward-looking or
other statements contained in this Announcement, except as required
by applicable law.
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 PTSG for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for PTSG.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, with the consent of the
Panel, to implement the Acquisition by way of a Takeover Offer for
the entire issued and to be issued share capital of PTSG as an
alternative to the Scheme. In such an event, the Takeover Offer
will be implemented on the same terms or, if Bidco so decides, on
such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to
the Scheme.
Publication of this Announcement on website
A copy of this Announcement will be available, free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on PTSG's website at
www.ptsg.co.uk/offer-for-ptsg/ and on Bidco's website at
www.macquarie.com/uk/about/investors/graphite by no later than
12:00 p.m. on the Business Day following this Announcement.
For the avoidance of doubt, the contents of these websites and
any websites accessible from hyperlinks on this website are not
incorporated into and do not form part of this Announcement.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
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
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