TIDMVEC
RNS Number : 0673K
Carlyle Investment Management LLC
27 August 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
For immediate release 27 August 2021
Cash Acquisition
of
Vectura Group plc ("Vectura")
by
Murano Bidco Limited ("Carlyle Bidco")
a newly formed company indirectly controlled by
funds managed by Carlyle Europe Partners V
to be implemented by a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Carlyle Offer Update
Carlyle Bidco announces that it has waived the deadline for the
timing of the Court Meeting and the Vectura General Meeting set out
in Conditions 2(a) and 2(b) of Part A of Part 3 (Conditions to and
Further Terms of the Acquisition) of the scheme document published
on 18 June 2021 (the "Scheme Document").
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document.
Enquiries:
Carlyle Bidco
Andrew Kenny, Carlyle Tel: +44 (0)7816
Andrew Honnor, James Madsen, Greenbrook 176120
(PR adviser to Carlyle Bidco) Tel: +44 (0)20 7952
2000
Morgan Stanley, as Lead Financial Adviser Tel: +44 (0)20 7425
to Carlyle Bidco 8000
Anthony Zammit
Siddhart Nahata
Andrew Foster
RBC Capital Markets, as Financial Adviser Tel: +44 (0)20 7653
to Carlyle Bidco 4000
Thomas Stockman
Alexander Thomas
Mark Rushton
Important Notices
Morgan Stanley & Co. International plc ("Morgan Stanley")
which is authorised by the Prudential Regulation Authority ("PRA")
and regulated by the Financial Conduct Authority ("FCA") and the
PRA in the UK is acting exclusively as financial adviser to Carlyle
Bidco and no one else in connection with the matters set out in
this announcement. In connection with such matters, Morgan Stanley,
its affiliates and their respective directors, officers, employees
and agents will not regard any other person as their client, nor
will they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in
relation to the contents of this announcement or any other matter
referred to herein.
RBC Capital Markets is the trading name for RBC Europe Limited,
which is authorised by the PRA and regulated in the UK by the FCA
and the PRA and is a subsidiary of Royal Bank of Canada. RBC
Capital Markets is acting exclusively for Carlyle Bidco and for no
one else in connection with the Acquisition and will not be
responsible to anyone other than Carlyle Bidco for providing the
protections afforded to its clients nor for providing advice in
relation to the Acquisition or any other matters referred to in
this announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise. It is not a prospectus nor a prospectus
exempt document.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
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 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% 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 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 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 http://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.
Publication on website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions) free of charge on Vectura's website at
www.vectura.com by no later than 12 noon (London time) on the first
Business Day following the date of this announcement. For the
avoidance of doubt, the contents of the website are not
incorporated into and do not form part of this announcement.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 if you are a resident in the United Kingdom or, if not,
from another appropriately authorised independent financial
adviser.
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END
OUPEADPXADKFEFA
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