TIDMSND
RNS Number : 7630K
Sanderson Group PLC
30 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
30 August 2019
RECOMMED CASH OFFER
for
SANDERSON GROUP PLC
by
APTEAN LIMITED
RESULTS OF SHAREHOLDER MEETINGS
Sanderson Group Plc ("Sanderson") is pleased to announce that at
the Court Meeting and the General Meeting of Sanderson Shareholders
held earlier today in connection with the recommended cash offer
for the Company by Aptean Limited ("Aptean Bidco"), to be effected
by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme"), 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 circular to Sanderson Shareholders dated 8 August 2019 (the
"Scheme Document").
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 on a show of hands.
COURT MEETING
The results for the resolution to approve the Scheme were as
follows:
Results of the Number of Scheme % of Scheme Number of Scheme % of Scheme Number of Scheme
Court Meeting Shares voted Shares voted Shareholders who Shareholders who Shares voted as
voted voted a percentage of
issued ordinary
share capital
entitled to
vote on the
Scheme
FOR 38,412,445 97.36% 84 84% 63.52%
------------------ ------------------ ------------------ ------------------ -----------------
AGAINST 1,041,119 2.64% 16 16% 1.72%
------------------ ------------------ ------------------ ------------------ -----------------
GENERAL MEETING
The special resolution to provide for the implementation of the
Scheme and the amendment to the Company's articles of association
was passed by the requisite majority on a show of hands.
The number of proxies received were as follows: For: 30,524,348
(96.83%); Against: 997,376 (3.16%); Abstained: 8,137 (0.01%).
Votes lodged to be cast at the Chairman's discretion have been
included in the 'Votes for' figures.
As at 28 August 2019, there were 60,472,484 ordinary shares in
issue. Votes withheld are not votes in law and so have not been
included in the calculation of the proportion of votes for and
against a resolution.
Completion of the Acquisition remains subject to the
satisfaction or, if applicable, waiver of the other Conditions set
out in the Scheme Document, including the Court sanctioning the
Scheme at the Court Hearing which is expected to take place on 5
September 2019.
Defined terms used but not defined in this announcement have the
meaning given to them in the Scheme Document.
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
Iqra Amin
Tel: +44 (0) 207 496 3000
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 or other
matters referred to in this announcement, 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, the
contents of this announcement or any other matters set out in this
announcement. 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 announcement,
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, or
other matters referred to in this announcement, 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 Acquisition, the contents of
this announcement or any other matters set out in this
announcement.
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.
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 Acquisition. 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.
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
Sanderson Shareholders may, subject to applicable securities
laws, request a hard copy of this announcement by contacting by
contacting N+1 Singer on +44 (0)20 7496 3000 or, in writing, at 1
Bartholomew Lane, London EC2N 2AX. A hard copy of this announcement
will not be sent unless so requested. A person so entitled may also
request that all future documents, announcements and information to
be sent to them in relation to the Acquisition should be in hard
copy form.
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
OUPEADPEDSDNEFF
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