TIDMSND TIDMTTM
RNS Number : 4818I
Sanderson Group PLC
09 August 2019
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 OF
THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
9 August 2019
RECOMMED CASH OFFER
for
SANDERSON GROUP PLC
by
APTEAN LIMITED
Publication of Scheme Document
On 1 August 2019 the boards of directors of Sanderson Group Plc
("Sanderson") and Aptean Limited ("Aptean Bidco") announced that
they had agreed the terms of a recommended cash acquisition by
Aptean Bidco pursuant to which Aptean Bidco will acquire the entire
issued and to be issued share capital of Sanderson (the
"Acquisition"), to be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act.
Sanderson is pleased to announce that the scheme document
containing the full terms and conditions of the Acquisition (the
"Scheme Document"), together with the related Forms of Proxy, has
been sent to Sanderson Shareholders and, for information only, to
persons with information rights.
The Scheme Document, which sets out amongst other things, a
letter from the Chairman of Sanderson, the full terms and
conditions of the Scheme, an explanatory statement pursuant to
section 897 of the Companies Act 2006, an indicative timetable of
principal events, notices of the required meetings and details of
the action to be taken by Sanderson Shareholders, will be made
available on Sanderson Group's website at
https://www.sanderson.com.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document.
The Sanderson Directors, who have been advised by Nplus1 Singer
Advisory LLP ("N+1 Singer") as to the financial terms of the
Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing advice to Sanderson, N+1 Singer has taken
into account the commercial assessments of the Sanderson Directors.
N+1 Singer is providing independent financial advice to the
Sanderson Directors for the purposes of Rule 3 of the Code.
Accordingly, the Sanderson Directors believe that the terms of
the Acquisition (including the Scheme) are in the best interests of
Sanderson Shareholders as a whole and unanimously recommend that
Sanderson Shareholders vote in favour of the Scheme at the Court
Meeting and the Sanderson Resolution at the General Meeting, as the
Sanderson Directors have irrevocably agreed to do in respect of
their own beneficial holdings (and to use reasonable endeavours to
procure that their close relatives so vote in respect of their
beneficial holdings).
Notices of Court Meeting and General Meeting
As described in the Scheme Document, to become effective the
Scheme will require, amongst other things, the approval of
Sanderson Shareholders at the Court Meeting, the passing of the
Resolution at the General Meeting and the subsequent sanction of
the Court. The Scheme is also subject to the satisfaction or waiver
of the Conditions and further terms that are set out in the Scheme
Document.
Notices of the Court Meeting and the General Meeting, which will
be held at Sanderson House, Manor Road, Coventry CV1 2GF on 30
August 2019, are set out in the Scheme Document. The Court Meeting
will commence at 11.00 a.m. (London time) and the General Meeting
at 11.10 a.m. (London time) (or, if later, as soon as the Court
Meeting has concluded or been adjourned).
Cancellation of admission of Sanderson Shares to trading on
AIM
If the Scheme becomes effective in accordance with its terms, it
is intended that dealings in Sanderson Shares will be suspended at
7.30 a.m. on 9 September 2019 and subsequently Sanderson Shares
will be cancelled from admission to trading on AIM at 7.00 a.m. on
10 September 2019.
Timetable
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also attached as an
Appendix to this Announcement. Subject to approval at the relevant
Sanderson Meetings, receipt of the Court sanction and the
satisfaction or waiver of the other Conditions set out in the
Scheme Document, the Scheme is expected to become Effective on 9
September 2019.
If any of the dates and/or times in this expected timetable
change, the revised dates and/or times will be notified to
Sanderson Shareholders by an announcement through a Regulatory
Information Service, with such announcement also being made
available on Sanderson's website at https://www.sanderson.com.
Enquiries:
Aptean Bidco / Aptean (via Raymond James)
TVN Reddy, Chief Executive Officer
Brad Debold, Senior Vice President of Corporate Development
Raymond James (Financial Adviser to Aptean Bidco and Aptean)
Dominic Emery / Zishaan Arshad
Joe Donnelly / George Watson
Tel: +44 (0) 203 798 5700
Sanderson Group Plc
Christopher Winn, Chairman
Tel: +44 (0) 247 628 4325
N+1 Singer (Financial Adviser, Nominated Adviser and Corporate
Broker to Sanderson)
Mark Taylor
James White
Iqra Amin
Tel: +44 (0) 207 496 3069
Orrick, Herrington & Sutcliffe (UK) LLP is retained as legal
adviser to Aptean Bidco and Aptean.
Schofield Sweeney LLP is retained as legal adviser to
Sanderson.
Important Notices
Raymond James Financial International Limited ("Raymond James"),
which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively as financial adviser to Aptean and Aptean
Bidco and no one else in connection with the Acquisition and the
subject matter of the Scheme Document, and shall not be responsible
to anyone other than Aptean or Aptean Bidco for providing the
protections afforded to clients of Raymond James, or for providing
advice in connection with the Acquisition and the subject matter of
the Scheme Document. Neither Raymond James 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 Raymond James in connection with this
Document, any statement contained herein or otherwise.
N+1 Singer, which is authorised and regulated by the FCA in the
United Kingdom, is acting as financial adviser exclusively for
Sanderson and no one else in connection with the Acquisition and
the matters set out in the Scheme Document, and will not be
responsible to any person other than Sanderson for providing the
protections afforded to clients of N+1 Singer, nor for providing
advice in relation to the Acquisition or any matter referred to
herein. Neither N+1 Singer 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 N+1 Singer in connection with the Scheme Document, any statement
contained herein or otherwise. This announcement is for information
purposes only and does not constitute an offer to sell or an
invitation to purchase or subscribe for any securities or the
solicitation of an offer to buy any securities or the solicitation
of any vote or approval in any jurisdiction, pursuant to the
Acquisition or otherwise. The Acquisition will be made solely by
means of the Scheme Document (or, if Aptean Bidco so elects, any
document by which the Acquisition is made by way of a takeover
offer) which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition.
Restricted Jurisdictions
The release, publication or distribution of this Announcement
in, into or from jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons into whose possession
this Announcement comes who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Sanderson Shares with respect to the Scheme at the Court
Meeting, to execute and deliver forms of proxy appointing another
to vote at the Court Meeting on their behalf may be affected by the
laws of the relevant jurisdiction in which they are located. Any
failure to comply with such requirements or restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and other persons involved in the Acquisition
disclaim any responsibility or liability for any violation of such
restrictions by any person.
This Announcement has been prepared for the purpose of complying
with English law, the Code, the Market Abuse Regulation and the AIM
Rules 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
jurisdictions outside England.
Unless otherwise determined by Aptean Bidco 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. No person may vote in favour of the
Acquisition by any use, means, instrumentality or form, and the
Acquisition will not be capable of acceptance, from or within a
Restricted Jurisdiction, if to do so would constitute a violation
of the laws of that jurisdiction. Accordingly, copies of this
Announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed, transmitted 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 Restricted
Jurisdictions, where to do so would violate the laws in that
jurisdiction. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation) the Takeover Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or
instrumentality (including but not limited to, facsimile, e-mail or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.
Further details in relation to Sanderson Shareholders who are
resident in, ordinarily resident in, or citizens of, jurisdictions
outside the United Kingdom are contained in the Scheme
Document.
Additional information for US investors
The Acquisition relates to the shares of a UK company and is
being made by means of a scheme of arrangement provided for under
the Companies Act. 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. The Acquisition and
the Scheme is subject to the disclosure requirements and practices
applicable to UK schemes of arrangement, which differ from the
disclosure requirements of US Exchange Act tender offer and proxy
solicitation rules and the US Securities Act. If, in the future,
Aptean 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 US federal laws and regulations, including any
applicable exemptions under the US Exchange Act.
Financial information included in this Announcement and the
Scheme Document has been or will have been prepared in accordance
with accounting standards applicable in the UK that may not be
comparable to the accounting standards applicable to the financial
statements of US companies preparing financial statements in
accordance with US GAAP.
The receipt of cash consideration by a US holder for the
transfer of its Sanderson 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 such Sanderson Shareholder
is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him, including under applicable United States state
and local, as well as foreign and other tax laws.
No registration statement will be filed with the SEC or any US
state securities commission in connection with the Acquisition.
Neither the SEC nor any US state securities commission has
recommended, or approved or disapproved of, the Acquisition, or
passed upon the adequacy or accuracy of this document. Any
representation to the contrary is a criminal offence in the U.S. It
may be difficult or impossible for a US holder of Sanderson Shares
to enforce their rights and claims, if any, arising out of the US
federal securities laws, since Aptean Bidco and Sanderson and some
or all their officers and directors may be located in countries
outside of the United States and a US holder of Sanderson Shares
may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities
laws. Furthermore, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's
judgement.
Disclosure requirements of the Takeover 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 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 pm (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3:30 pm (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 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,
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) of the Code applies must be made by no later than 3:30
pm (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 Disclosure 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 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 consult 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.
No Profit Forecast, Estimate or Qualified Benefit Statements
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this Announcement should be interpreted
to mean that earnings or earnings per share for Sanderson Shares
for the current or future financial year would necessarily match or
exceed the historical published earnings or earnings per share for
Sanderson.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Takeover Code, Sanderson
confirms that, as at the date of this Announcement, it has in issue
and admitted to trading on AIM 60,472,484 Sanderson Shares.
Sanderson does not hold any shares in treasury. The International
Securities Identification Number (ISIN) of the Sanderson Shares is
GB00B04X1Q77.
Cautionary Note Regarding Forward-Looking Statements
This Announcement, oral statements made regarding the
Acquisition and other information published by Aptean Bidco and
Sanderson contain certain forward-looking statements with respect
to the financial condition, results of operations and business of
Sanderson and certain plans and objectives of Aptean Bidco and
Aptean with respect thereto. These forward-looking statements can
be identified by the fact that they do not relate only to
historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", "shall", or other words of similar meaning (or
the negative thereof). These statements are based on assumptions
and assessments made by Sanderson, and/or Aptean Bidco, and/or
Aptean, as relevant, in light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty,
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward-looking statements in this Announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. Neither
Aptean Bidco nor Sanderson assumes or undertakes any obligation to
update, revise or correct any of the information contained in this
Announcement including without limitation any forward-looking
statements (whether as a result of new information, future events
or otherwise), except as required by applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in demand for Sanderson's
products; industry competition; changes in trading conditions;
currency fluctuations and changes in general economic, business and
political conditions. All forward-looking statements attributable
to Aptean Bidco or Sanderson or the Enlarged Aptean Group or any
person acting on either company's behalf are expressly qualified in
their entirety by this cautionary statement. Readers are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. Actual results may differ
naturally from those stated, implied or inferred from the
forward-looking statements in this Announcement.
This Announcement is available on Sanderson's website at
https://www.sanderson.com
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on current dates
expected by Sanderson and Aptean Bidco for the implementation of
the Scheme and all dates and times are subject to change. If any of
the dates and/or times in this expected timetable change, the
revised dates and/or times will be notified to Sanderson
Shareholders by an announcement through a Regulatory Information
Service, with such announcement also being made available on
Sanderson's website at https://www.sanderson.com.
Latest time for lodging Forms of Proxy for the:
Court Meeting (BLUE form) 11.00 a.m. on 28 August 2019(1)
General Meeting (YELLOW form) 11.10 a.m. on 28 August
2019(2)
Voting Record Time for the Court Meeting and the
General Meeting 6.00 p.m. on 28 August 2019(3)
Court Meeting 11.00 a.m. on 30 August 2019
General Meeting 11.10 a.m. on 30 August 2019(4)
The following dates are indicative only and are subject to
change depending, among other things, on the date upon which (i)
the Conditions to the Scheme are satisfied or (if capable of
waiver) waived; (ii) the Court sanctions the Scheme and (iii) the
Court Order is delivered to the Registrar of Companies.
Court Hearing 5 September 2019
Last day of dealings in Sanderson Shares 6 September 2019
Scheme Record Time 6 September 2019
Suspension of dealings in and disablement of CREST
of Sanderson Shares By 7.30 a.m. on 9 September 2019
Effective Date of the Scheme 9 September 2019
Delisting and cancellation of admission to trading
of Sanderson Shares By 7.00 a.m. on 10 September 2019
Latest date for dispatch of cheques and crediting of CREST for
cash
consideration due under the Scheme 14 days after the Effective
Date
Long Stop Date 11.59 p.m. on 17 February 2020(5)
(1) It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged not later than 48 hours prior to the time
appointed for the Court Meeting or, if the Court Meeting is
adjourned, the time fixed for any adjourned Court Meeting. BLUE
Forms of Proxy not so lodged may be handed to a representative of
Neville Registrars, on behalf of the Chairman of the Court Meeting,
or to the Chairman of the Court Meeting, before the start of the
Court Meeting.
(2) In order to be valid, the YELLOW Forms of Proxy for the
General Meeting must be lodged not later than 48 hours prior to the
time appointed for the General Meeting.
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day which is two days prior to the
date of the adjourned meeting.
(4) Or as soon thereafter as the Court Meeting is concluded or adjourned.
(5) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as Sanderson and Aptean Bidco may agree in writing (with
the Panel's consent and as the Court may approve (should such
approval(s) be required)).
All references in this timetable to times are to London time
unless otherwise stated.
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
ODPPPMLTMBTMBFL
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