Williams Grand Prix Holdings PLC : Conclusion of Strategic Review and Formal Sale Process - Sale of Williams Grand Prix Engin... (1121567)
21 August 2020 - 10:16AM
UK Regulatory
Williams Grand Prix Holdings PLC (0W4R)
Williams Grand Prix Holdings PLC : Conclusion of Strategic Review and Formal
Sale Process - Sale of Williams Grand Prix Engineering Limited
21-Aug-2020 / 10:16 CET/CEST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
*NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.*
*The information contained within this announcement is deemed by the Company
to constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 ('MAR'). With the publication of this
announcement via a Regulatory Information Service, this inside information
is now considered to be in the public domain.*
21 August 2020
*Williams Grand Prix Holdings PLC (the 'Company' and together with its
subsidiary undertakings, the 'Group')*
*Conclusion of Strategic Review and Formal Sale Process*
Following the announcement of the start of a Strategic Review and Formal
Sale Process on 29 May 2020, the Company (Ticker: WGF1) is today pleased to
announce the completion of the sale of Williams Grand Prix Engineering
Limited ('WGPE'), the operating subsidiary of the Group, to BCE Limited, a
fund managed by Dorilton Capital Management LLC (the 'Transaction'). WGPE
consists of the Formula 1 business, the minority stake in Williams Advanced
Engineering, and all other trading assets and liabilities, including third
party indebtedness, of the Group.
Under the terms of the Transaction, the Enterprise Value of WGPE is &euro152
million and the net cash proceeds that have been received by the Company for
the shares in WGPE, after repayment of third party indebtedness and
transaction expenses, are &euro112 million. The Company may also receive
additional deferred consideration as part of the Transaction subject to
certain conditions being satisfied. The Company currently expects to return
substantially all of the net cash proceeds to Shareholders. The Company will
update Shareholders on the amount and method of distribution in due course.
Following a comprehensive review of all the strategic options available to
the Company, the Board of the Company has unanimously concluded that the
Transaction delivers the best outcome for shareholders. In addition the
Transaction has the irrevocable support of Sir Frank Williams who holds 52%
of the issued share capital, and who has confirmed in writing to the Panel
on Takeovers and Mergers that he approves the transaction and would vote in
favour of any resolution which would be required for the purposes of Rule
21.1 of the City Code on Takeovers and Mergers (the 'Takeover Code').
The Formal Sale Process announced on 29 May 2020 has now concluded. The
Company is no longer in an offer period for the purposes of the Takeover
Code and the requirement to make disclosures under Rule 8 of the Takeover
Code in relation to the Company has now ceased.
Enquiries:
*Williams Grand Prix Holdings PLC* *Tel: +44 1235 777 842*
Tim Hunt
*Allen & Company LLC (Joint Financial *Tel: +1 (212) 339 2383*
Adviser)*
Paul Gould
Georg Schloendorff
*Lazard & Co., Limited (Joint Financial *Tel: +44 20 7187 2000*
Adviser)*
Richard Shaw
Matt Knott
*- End of ad-hoc announcement -*
*Important Notices*
*Notes relating to the Joint Financial Advisers*
Allen & Company LLC, which is registered with and licensed as a
broker-dealer by the United States Securities and Exchange Commission and
incorporated in the state of New York, is acting as financial adviser to
Williams Grand Prix Holdings PLC and no one else in connection with the
matters described in this announcement and will not be responsible to anyone
other than Williams Grand Prix Holdings PLC for providing the protections
afforded to clients of Allen & Company LLC nor for providing advice in
relation to the matters described or referred to in this announcement.
Neither Allen & Company LLC 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 Allen & Company LLC in connection with this announcement,
any statement contained herein or the matters described or referred to in
this announcement or otherwise.
Lazard & Co., Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority_,_ is acting as financial adviser
to Williams Grand Prix Holdings PLC and no one else in connection with the
matters described in this announcement and will not be responsible to anyone
other than Williams Grand Prix Holdings PLC for providing the protections
afforded to clients of Lazard & Co., Limited nor for providing advice in
relation to the matters described or referred to in this announcement.
Neither Lazard & Co., Limited 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 Lazard & Co., Limited in connection with this
announcement, any statement contained herein or the matters described or
referred to in this announcement or otherwise.
*Forward looking statements*
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the formal sale process, and
other information published by the Company may contain statements about the
Company that are or may be deemed to be forward looking statements. Such
statements are prospective in nature. All statements other than historical
statements of facts may be forward looking statements. Without limitation,
statements containing the words 'targets', 'plans', 'believes', 'expects',
'aims', 'intends', 'will', 'may', 'anticipates', 'estimates', 'projects' or
'considers' or other similar words may be forward looking statements.
Forward looking statements inherently contain risks and uncertainties as
they relate to events or circumstances in the future. Important factors such
as business or economic cycles, the terms and conditions of the Company's
financing arrangements, tax rates, or increased competition may cause the
Company's actual financial results, performance or achievements to differ
materially from any forward looking statements. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on such forward
looking statements, which speak only as of the date hereof. The Company
disclaims any obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
This announcement is for information purposes only and 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 or the solicitation of any vote in
any jurisdiction whether pursuant to this announcement or otherwise. 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.
*The securities of the offeree company have not and will not be registered
under the Securities Act of 1933, as amended, or any U.S. state or
jurisdiction securities laws, and cannot be offered or sold in the U.S. or
to a U.S. person without registration or an applicable exemption from
registration.*
Legal Entity Identifier: 213800AFJXFAVYBTE915
*END*
Contact:
Mark Biddle
General Counsel
Mark.Biddle@WilliamsF1.com
ISIN: DE000A1H6VM4
Category Code: DIS
TIDM: 0W4R
LEI Code: 213800AFJXFAVYBTE915
OAM Categories: 2.2. Inside information
3.1. Additional regulated information required to be
disclosed under the laws of a Member State
Sequence No.: 82577
EQS News ID: 1121567
End of Announcement EQS News Service
(END) Dow Jones Newswires
August 21, 2020 04:16 ET (08:16 GMT)
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