TIDMTRS
RNS Number : 7433D
Charterhouse Capital Partners LLP
28 June 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 SUCH
JURISDICTION
RECOMMED CASH ACQUISITION
of
TARSUS GROUP PLC
by
TIGER ACQUISITIONS UK LIMITED
(a wholly-owned indirect subsidiary of funds advised by
Charterhouse Capital Partners LLP)
Entry into new financing arrangements
Charterhouse Capital Partners LLP (Charterhouse) announces that,
in connection with the financing of the recommended cash
acquisition by Tiger Acquisitions UK Limited (Bidco) of the entire
issued and to be issued share capital of Tarsus Group plc (Tarsus),
Bidco and Tiger Acquisitions Holding Limited (Midco) have yesterday
entered into a senior facilities agreement (as defined as the Bidco
Senior Facilities Agreement in the Scheme Document (defined below))
and certain ancillary documents related thereto (together, the New
Finance Documents) with the lenders named as original lenders
therein, Global Loan Agency Services Limited as facility agent (the
Facility Agent) and GLAS Trust Corporation Limited as security
agent (the Security Agent).
The New Finance Documents replace and supersede the existing
interim facilities agreement entered into between Bidco and certain
funds advised and/or managed by the Merchant Banking Division of
Goldman Sachs named therein as original interim lenders (the
Interim Facilities Agreement) and are on the terms as described in
the Scheme Document.
Under the Bidco Senior Facilities Agreement, the Lenders (as
defined in the Bidco Senior Facilities Agreement) will make
available: (a) a unitranche facility of GBP325,000,000 (the
Unitranche Facility); (b) an acquisition facility of GBP75,000,000
(the Acquisition Facility and together with the Unitranche
Facility, the Term Facilities); and (c) a super priority revolving
facility (the SPRF) of GBP25,000,000. The Term Facilities will be
redenominated into: (i) in the case of the Unitranche Facility, 70%
US Dollar and 30% Euro; and (ii) in the case of Acquisition
Facility, into 100% US Dollar, in each case, in accordance with the
relevant rate in certain agreed deal contingent swaps (under which
the relevant US Dollar and Euro net proceeds of the Unitranche
Facility are to be swapped into pounds sterling).
The Unitranche Facility will be provided on certain funds basis
by certain funds advised and/or managed by the Merchant Banking
Division of Goldman Sachs (the Term Lenders), who also make
available the Acquisition Facility. The SPRF will be provided by
The Governor and Company of the Bank of Ireland (the SPRF Lender).
The Unitranche Facility and (where necessary) the SPRF will be
available to be drawn for the Acquisition.
Under the Bidco Senior Facilities Agreement, the maturity of:
(a) the Term Facilities is the date falling seven years after the
first drawdown of the Unitranche Facility (the Closing Date); and
(b) the SPRF is the date falling 78 months after the Closing Date.
The funds under the Bidco Senior Facilities Agreement will be
available: (i) for the Unitranche Facility, for the same certain
funds period as applicable for the Facility (as defined in the
Scheme Document) under the Interim Facilities Agreement which is
described in the Scheme Document; (ii) for the Acquisition
Facility, until 36 months after the Closing Date; and (iii) for the
SPRF, until one month before its maturity date.
The margin on the Term Facilities will bear interest at a rate
of LIBOR or EURIBOR (as applicable) plus 5.00% per annum, and will
be subject to a margin ratchet with three step downs whereby the
margin decreases by 0.25% at each step down for each 0.5x reduction
in the senior secured net leverage ratio of 6.0x. The margin on the
SPRF will bear interest at a rate of LIBOR or EURIBOR (as
applicable) plus 2.75% per annum, and will be subject to a margin
ratchet with four step downs whereby the margin decreases by 0.25%
at each step down for each 0.5x reduction in the senior secured net
leverage ratio of 6.0x.
Fee details agreed between: (a) the Term Lenders and Bidco are
set out in the existing Closing Payments Letter (as defined in the
Bidco Senior Facilities Agreement); (b) the SPRF Lender and Midco
are set out in a SPRF fee letter; and (c) the Facility Agent, the
Security Agent and Midco are set out in a replacement agency fee
letter. Ticking fees may also be payable under the Bidco Senior
Facilities Agreement on the same terms as set out in the Interim
Facilities Agreement, which are described in the Scheme
Document.
Bidco and Midco have agreed that each of them will enter into an
English law debenture and grant security over their assets
(including over shares owned by Midco in Bidco, intra-Group
receivables owed to Midco by Bidco and material bank accounts of
Midco and Bidco) (the Debenture).
Under the Bidco Senior Facilities Agreement, the acquisition
undertaking by Bidco to not amend or waive any material term or
condition of the Rule 2.7 Announcement, the Scheme Document or, as
the case may be, any offer document subject to certain carve-outs
is the same as the equivalent undertaking under the Interim
Facilities Agreement, which are described in the Scheme
Document.
Moelis & Company, as financial adviser to Bidco: (a) has
consented to the replacement of the Interim Facilities Agreement by
the Bidco Senior Facilities Agreement; and (b) is satisfied that
sufficient financial resources are available to Bidco to enable it
to satisfy in full the cash consideration payable to Tiger
Shareholders under the terms of the Acquisition.
Defined terms in this announcement shall, except where defined
in this announcement or the context requires otherwise, have the
meanings given to them in the circular to Tarsus Shareholders in
relation to the acquisition (the Scheme Document).
The New Finance Documents (as well as a copy of this
announcement) will be uploaded to the Charterhouse website
(www.charterhouse.co.uk) in accordance with Rule 26 of the
Code.
Enquiries
Charterhouse Tel: +44 (0) 20 7334 5300
Tom Patrick
Moelis & Company (Lead financial adviser Tel: +44 (0) 20 7634 3500
to Charterhouse and Bidco)
Robert Sorrell
Geoffrey Austin
Elliot Richmond
Rich Newman
Goldman Sachs International (Financial Tel: +44 (0) 20 7774 1000
adviser to Charterhouse and Bidco)
Nick Harper
Alex Garner
Khamran Ali
Greenbrook Communications (PR adviser Tel: +44 (0) 20 7952 2000
to Charterhouse)
Andrew Honnor
Alex Jones
Katarina Sallerfors
Important notices
Moelis & Company, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for Charterhouse
and Bidco and for no one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than Charterhouse and Bidco for providing the
protections afforded to clients of Moelis & Company nor for
providing advice in connection with the matters referred to herein.
Neither Moelis & Company nor any of its 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 Moelis &
Company in connection with this announcement, any statement
contained herein or otherwise.
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Charterhouse and Bidco and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Charterhouse and Bidco for providing the
protections afforded to clients of Goldman Sachs International nor
for providing advice in relation to the Acquisition or any other
matters referred to in this announcement.
This announcement is for information purposes only, and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Tarsus in
any jurisdiction in contravention of applicable law. The
Acquisition will be made solely on the terms set out in the Scheme
Document, which contains the full terms and conditions of the
Acquisition including details of how to vote in respect of the
Acquisition. Any vote in respect of the Scheme or other response in
relation to the Acquisition should be made only on the basis on the
information contained in the Scheme Document. Tarsus Shareholders
are advised to read carefully the Scheme Document and related Forms
of Proxy.
Overseas jurisdictions
The release, publication or distribution of this announcement
in, into or from jurisdictions other than the United Kingdom or
Jersey may be restricted by the laws of those jurisdictions and,
therefore, persons into whose possession this announcement comes
should inform themselves about, and observe, any such restrictions.
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.
This announcement does not constitute an offer or invitation to
purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this announcement or
otherwise in any jurisdiction in which such offer or solicitation
is unlawful. This announcement has been prepared for the purposes
of complying with Jersey law, English law and the 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 of jurisdictions outside Jersey or the United
Kingdom
Copies of this announcement and formal documentation relating to
the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded or distributed in, into
or from a Restricted Jurisdiction. Persons receiving this
announcement (including custodians, nominees and trustees) must not
distribute or send it, in whole or in part, in, into or from a
Restricted Jurisdiction. If the Acquisition is implemented by way
of a 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 within any Restricted
Jurisdiction.
The availability of the Acquisition to persons resident in, or
citizens of, or otherwise subject to, jurisdictions outside the
United Kingdom or Jersey may be affected by the laws of the
relevant jurisdictions. Such persons should inform themselves of,
and observe, any applicable legal or regulatory requirements of
their jurisdiction.
Notice to Tarsus Shareholders in the US
The Acquisition relates to shares in a Jersey company and is
proposed to be made by means of a scheme of arrangement under
Jersey law. US holders of Tarsus Shares should note that the Scheme
relates to the shares of a Jersey company that is a "foreign
private issuer" as defined under Rule 3b-4 under the US Exchange
Act and will be governed by Jersey law. Accordingly, neither the
proxy solicitation rules nor the tender offer rules under the US
Exchange Act will apply to the Scheme. Moreover, the Scheme will be
subject to the disclosure requirements and practices applicable in
the United Kingdom and Jersey and under the Code to schemes of
arrangement, which differ from the disclosure requirements of the
US proxy solicitation rules and tender offer rules. Financial
information included in this announcement has been prepared in
accordance with accounting standards applicable in the United
Kingdom or Jersey that may not be comparable to the standards used
in preparing the financial statements of US companies. If Bidco
exercises its right to implement the Acquisition by way of a
Takeover Offer, such offer will be made in the US in compliance
with applicable US securities laws and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Such Takeover Offer would be made in the US by Bidco and no one
else.
Neither the SEC nor any US state securities commission has
approved or disapproved any offer, or passed comment upon the
adequacy or completeness of this announcement. Any representation
to the contrary is a criminal offence in the US.
In accordance with normal United Kingdom practice and pursuant
to Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees or
brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, Tarsus Shares outside
the US, other than pursuant to the Acquisition, until the date on
which the Acquisition becomes Effective, lapses or is otherwise
withdrawn, in compliance with applicable law, including the US
Exchange Act. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated
prices. Any information about such purchases will be disclosed as
required in the United Kingdom, will be announced via a Regulatory
Information Service and will be available on the London Stock
Exchange website at:
http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm.
Forward-looking statements
This announcement contains certain forward-looking statements
with respect to Charterhouse, Bidco and Tarsus. 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, without limitation,
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "aim", "will", "may", "hope", "continue",
"would", "could" or "should" or other words of similar meaning or
the negative thereof. Forward-looking statements include, but are
not limited to, statements relating to the following: (i) future
capital expenditures, expenses, revenues, economic performance,
financial conditions, dividend policy, losses and future prospects,
(ii) business and management strategies and the expansion and
growth of the operations of Bidco or Tarsus, and (iii) the effects
of government regulation on the business of Bidco or Tarsus. There
are many factors which could cause actual results to differ
materially from those expressed or implied in forward-looking
statements. Among such factors are changes in global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or disposals. Such statements are qualified
in their entirety by the inherent risks and uncertainties
surrounding future expectations.
These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the
future. Except as expressly provided in this announcement, neither
they nor any other statements have been reviewed by the auditors of
Charterhouse, Bidco or Tarsus. By their nature, these
forward-looking statements involve known and unknown risks, and
uncertainties because they relate to events and depend on
circumstances that will occur in the future. The factors described
in the context of such forward-looking statements in this
announcement may cause the actual results, performance or
achievements of any such person, or industry results and
developments, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. No assurance can be given that such
expectations will prove to have been correct and persons reading
this announcement are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at
the date of this announcement. None of Charterhouse, Bidco, Tarsus,
or their respective members, directors, officers, employees,
advisers or any person acting on behalf of one or more of them,
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.
None of Charterhouse, Bidco, Tarsus, or their respective
members, directors, officers, employees, advisers or any person
acting on behalf of one or more of them, has any intention or
accepts any obligation to update publicly or revise forward-looking
statements, whether as a result of new information, future events
or otherwise, except to the extent legally required. All subsequent
oral or written forward-looking statements attributable to
Charterhouse, Bidco or Tarsus or any persons acting on their behalf
are expressly qualified in their entirety by the cautionary
statement above.
None of Charterhouse, Bidco, Tarsus, or their respective
members, directors, officers, employees, advisers or any person
acting on behalf of one or more of them, 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.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or profit estimate for any period, and no statement in
this announcement should be interpreted to mean that earnings or
earnings per share for the Company, as appropriate, for the current
or future financial years would necessarily match or exceed their
historical published earnings or earnings per Tarsus Share, as
appropriate.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Bidco's website
(www.charterhouse.co.uk) by no later than 12:00 noon on the
business day following the date of publication of this
announcement. Save as expressly referred to in this announcement,
the contents of those websites are not incorporated into, and do
not form part of, this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled
may request a copy of this announcement (and any information
incorporated into it by reference to another source) in hard copy
form free of charge. A person may also request that all future
documents, announcements and information sent to that person in
relation to the Acquisition should be in hard copy form. For
persons who have received a copy of this announcement in electronic
form or via a website notification, a hard copy of this
announcement will not be sent to you unless you have previously
notified Tarsus' registrar, Link Asset Services, that you wished to
receive all documents in hard copy form or unless requested in
accordance with the procedure set out below or, in the case of
Charterhouse, unless requested in accordance with the procedure set
out below.
If you would like to request a hard copy of this announcement
from Tarsus, please contact Tarsus' registrar, Link Asset Services,
on 0371 664 0321 (from within the UK) or +44 (0)371 664 0321 (from
outside the UK), or by writing to Link Asset Services, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU). Calls are
charged at the standard geographic rate and will vary by provider.
Calls from outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in
England and Wales. Please note that Link Asset Services cannot
provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 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% 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 Takeover 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.
General
If you are in any doubt as to what action you should take, you
are recommended to seek your own advice immediately from your
stockbroker, bank manager, solicitor, accountant or other
independent financial adviser authorised under the Financial
Services and Markets Act 2000 if you are in the United Kingdom, or
from another appropriately authorised independent financial adviser
if you are in a territory outside the United Kingdom.
Time
All times shown in this announcement are London times, 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
OUPZMGZVZNKGLZZ
(END) Dow Jones Newswires
June 28, 2019 02:01 ET (06:01 GMT)
Tarsus (LSE:TRS)
Historical Stock Chart
From May 2024 to Jun 2024
Tarsus (LSE:TRS)
Historical Stock Chart
From Jun 2023 to Jun 2024