TIDMTRS
RNS Number : 0441J
Tarsus Group PLC
14 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
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
14 August 2019
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)
implemented by means of a scheme of arrangement under Article
125 of the Companies (Jersey) Law 1991, as amended
Scheme has become effective
Tarsus Group plc ("Tarsus" or the "Company") and Tiger
Acquisitions UK Limited ("Bidco"), a wholly-owned indirect
subsidiary of Charterhouse Capital Partners LLP ("Charterhouse"),
are pleased to announce that, following delivery of the Scheme to
the Registrar of Companies, the scheme of arrangement under Article
125 of the Companies (Jersey) Law 1991 (as amended), pursuant to
which the Acquisition is being implemented (the "Scheme"), has now
become effective in accordance with its terms, and the entire
issued ordinary share capital of Tarsus is owned by Bidco.
As announced on 17 June 2019, Scheme Shareholders will receive
425 pence in cash for each Scheme Share.
Scheme Shareholders' cash consideration under the terms of the
Acquisition will be settled or despatched, or, in the case of any
Scheme Shareholder that holds Scheme Shares in uncertificated form
(that is, in CREST), transferred to such person through CREST, by
no later than 28 August 2019.
Pursuant to the terms of the Scheme and Listing Rule 5.3, and as
announced on 12 August 2019, trading in Tarsus Shares on the London
Stock Exchange's Main Market and the listing of Tarsus Shares on
the Official List of the UK Listing Authority were suspended with
effect from 7:30 a.m. on 14 August 2019.
Admission to trading of the Tarsus Shares on the London Stock
Exchange's Main Market and the listing of Tarsus Shares on the
Official List of the UK Listing Authority will be cancelled with
effect from 8:00 a.m. on 15 August 2019.
Capitalised terms used but not defined in this announcement have
the meanings set out in the circular relating to the Scheme sent to
Tarsus Shareholders dated 17 June 2019.
Enquiries
Tarsus Tel: +44 (0) 20 8846 2700
Simon Smith
Deutsche Bank (Financial adviser and Tel: +44 (0) 20 7545 8000
joint corporate broker to Tarsus)
James Arculus
Simon Hollingsworth (Corporate Broking)
Peel Hunt LLP (Joint corporate broker Tel: +44 (0) 20 7418 8900
to Tarsus)
Edward Knight
Nick Prowting
Max Irwin
IR Focus (PR adviser to Tarsus) Tel: +44 (0) 7909 976 044
Neville Harris
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
Macfarlanes LLP and Ogier are retained as legal advisers to
Tarsus. Allen & Overy LLP and Carey Olsen Jersey LLP are
retained as legal advisers to Charterhouse and Bidco.
Important notices
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank) and, in the United
Kingdom, by the PRA. It is subject to supervision by the European
Central Bank and by BaFin, Germany's Federal Financial Supervisory
Authority, and is subject to limited regulation in the United
Kingdom by the PRA and the FCA. Details about the extent of its
authorisation and regulation by the PRA, and regulation by the FCA,
are available on request. Deutsche Bank AG, acting through its
London branch ("Deutsche Bank"), is acting as financial adviser to
Tarsus and no one else in connection with the Acquisition and will
not be responsible to anyone other than Tarsus for providing the
protections afforded to clients of Deutsche Bank, nor for providing
advice in relation to the Acquisition or any other matters referred
to in this announcement. Neither Deutsche Bank nor any of its
affiliates, directors or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Deutsche Bank in
connection with this announcement, any statement contained herein
or otherwise.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for Tarsus and for no-one
else in connection with the matters described in this announcement
and will not regard any other person as its client in relation to
the matters referred to in this announcement and will not be
responsible to anyone other than Tarsus for providing the
protections afforded to clients of Peel Hunt LLP nor for providing
advice in relation to matters described in this announcement.
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.
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.
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
SOASFSSULFUSEIA
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