TIDMBQE
RNS Number : 7067K
Bioquell PLC
17 December 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
Disclosure under Rule 2.10 in respect of the
RECOMMED CASH OFFER
for
Bioquell plc ("Bioquell" or the "Company")
by
Ecolab U.S. 2 Inc. ("Ecolab Offeror"), a wholly-owned subsidiary
of Ecolab Inc. ("Ecolab")
to be effected by way of scheme of arrangement
under Part 26 of the Companies Act 2006
On 30 November 2018 the boards of Ecolab and Bioquell announced
that they had reached agreement on the terms of a recommended cash
offer to be made by Ecolab Offeror for the entire issued and to be
issued ordinary share capital of Bioquell. At that time it was
announced that Ecolab Offeror had received irrevocable undertakings
from certain Bioquell Shareholders unconnected to either the
Bioquell Directors or Harwood Capital LLP ("Unconnected
Shareholders") to vote in favour of the Scheme at the Court Meeting
and the resolutions to be proposed at the General Meeting in
respect of 2,965,637 Ordinary Shares (representing, in aggregate,
approximately 13.27 per cent. of the ordinary share capital of
Bioquell in issue on 29 November 2018 (being the latest practicable
date prior to the announcement)).
Subsequent to the announcement of 30 November 2018 the number of
ordinary shares over which irrevocable commitments have been
received from Unconnected Shareholders has increased, as set out in
further detail below. This increase is due to the number of
ordinary shares held by shareholders connected with the Muir and
Salkeld families (as well as the underlying shareholder) being
different to the latest beneficial shareholder register available
at the time of the announcement on 30 November 2018.
As announced on 30 % of Ordinary
Shareholder November 2018 As at the date of this announcement Shares in issue
John Salkeld 1,064,674 1,046,989 4.7%
Alexander Salkeld - 159,588 0.7%
James Salkeld - 159,588 0.7%
Victoria Salkeld - 51,250 0.2%
Andrew Muir 1,246,000 1,190,039 5.3%
Ann Muir 140,082 176,893 0.8%
Other Unconnected
Shareholders * 514,881 608,064 2.7%
Total (Unconnected
Shareholders) 2,965,637 3,392,411 15.2%
* On 10 December2018 it was announced that Simon Constantine had
transferred 93,183 ordinary shares in the Company to his wife,
Joanna Constantine, for nil consideration. As there was a
corresponding decrease in director irrevocable undertakings there
is no net change in the total number of ordinary shares over which
irrevocable undertakings have been given as a result of this
transfer.
Ecolab Offeror has therefore received irrevocable undertakings
or a letter of intent in respect of 12,649,757 Ordinary Shares
(representing, in aggregate, approximately 56.59 per cent. of the
ordinary share capital of Bioquell in issue on 29 November
2018).
Unless otherwise defined, capitalised terms used in this
announcement shall have the meanings given to them in the Rule 2.7
announcement released by the Company at 7.05am on 30 November
2018.
Enquiries:
Ecolab Inc. Tel: +1 (651) 250
2809
Mike Monahan, Senior Vice President -
External Relations
Bioquell plc Tel: 01264 835900
Ian Johnson, Executive Chairman
Michael Roller, Group Finance Director
Nplus1 Singer Advisory LLP, Joint Financial Tel: 0203 205 7500
Adviser, Financial Adviser for the purposes
of Rule 3 of the Takeover Code and broker
to Bioquell
Mark Taylor
James White
George Tzimas
Brown, Gibbons, Lang & Company Securities, Tel: +1 (312) 658
Inc., Joint Financial Adviser to Bioquell 1600
John Riddle
Kyle Brown
IMPORTANT NOTICES
N+1 Singer, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for Bioquell and
no one else in connection with the matters set out in this
announcement. In connection with such matters, N+1 Singer will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to clients of N+1 Singer or for providing advice in
relation to any matter referred to herein.
Neither N+1 Singer nor any of its subsidiaries, affiliates or
branches 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 in connection with this announcement, any statement
contained herein or otherwise.
BGL, which is a registered broker dealer with the Securities and
Exchange Commission, the Financial Industry Regulatory Authority,
the State of Ohio Division of Securities and the Illinois
Securities Department in the US, is acting as financial adviser to
Bioquell in connection with the matters set out in this
announcement.
Neither BGL nor any of its subsidiaries, affiliates or branches
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
in connection with this announcement, any statement contained
herein or otherwise.
EY, which is authorised and regulated in the United Kingdom by
the FCA, has been appointed by Ecolab and Ecolab Offeror to provide
the cash confirmation statement in connection with the Offer and
will not be acting for any other person or otherwise be responsible
to any other person for providing the protections afforded to
customers of EY. EY accordingly disclaims to the fullest extent
permissible by law all and any liability to any person who is not a
client of EY whether in tort, contract or otherwise.
This announcement is for information purposes only and is not
intended to, and does not constitute, or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise. The Offer will be made solely through the Scheme
Document and the accompanying Forms of Proxy (or by any other
document by which the Offer is made), which will together contain
the full terms and conditions of the Offer, including details of
how to vote in favour of or accept the Offer. Any decision in
respect of, or other response to, the Offer should be made only on
the basis of the information contained in the Scheme Document or
any document by which the Offer is made.
Overseas Shareholders
The availability of the Offer to Overseas Shareholders and the
distribution of this announcement in, into or from jurisdictions
other than the United Kingdom may be restricted by law. Persons who
are not resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable restrictions.
The Offer relates to shares of a United Kingdom company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the US Exchange Act. Accordingly, the
Scheme is subject to the disclosure requirements, rules and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of the US proxy
solicitation and tender offer rules and the laws of other
jurisdictions outside the United Kingdom.
Ecolab Offeror reserves the right to elect, with the consent of
the Panel, to implement the Offer by way of a Takeover Offer. In
such event, the Takeover Offer will be made in compliance with all
applicable laws and regulations, including the United States tender
offer rules, to the extent applicable. Such Takeover Offer would be
made in the United States by Ecolab Offeror and no one else. In
addition to such Takeover Offer, Ecolab Offeror, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, Ordinary Shares
outside such Takeover Offer during the period in which such
Takeover Offer would remain open for acceptance. If such purchases
or arrangements to purchase were to be made, they would be made
outside the United States and would comply with applicable law,
including the US Exchange Act.
Unless otherwise determined by Ecolab Offeror or required by the
Takeover Code, and permitted by applicable law and regulation, the
Offer shall 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 and no person may vote in favour of the
Scheme by any such use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, any person (including without limitation, nominees,
trustees and custodians) who would, or otherwise intends to,
forward this announcement, the Scheme Document or any accompanying
document to any jurisdiction outside the United Kingdom should
refrain from doing so and seek appropriate professional advice
before taking any action. If any Overseas Shareholder remains in
any doubt, it should consult an appropriate independent
professional adviser in its relevant jurisdiction without delay. In
particular, the ability of persons who are not resident in the
United Kingdom to vote their Scheme Shares at the Court Meeting or
their Ordinary Shares at the General Meeting or to execute and
deliver Forms of Proxy appointing another to vote their Scheme
Shares in respect of the Court Meeting or their Ordinary Shares in
respect of the General Meeting on their behalf, may be affected by
the laws of the relevant jurisdiction in which they are
located.
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 Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared for the purposes of
complying with the law of England and Wales and the Takeover 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 of England and
Wales.
This announcement is not intended to, and does not, constitute
or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval pursuant to
the Scheme or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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 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.
Publication on Website(s) and availability of hard copies
A copy of this announcement will be available free of charge
(subject to any applicable restrictions with respect to persons
resident in Restricted Jurisdictions) on Bioquell's website and
Ecolab's website (http://www.bioquellplc.com/investors and
https://investor.ecolab.com respectively) by no later than 12 noon
on the day after this announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this announcement.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement), free
of charge, by contacting Link Asset Services during business hours
on 0871 664 0300 within the United Kingdom or on +44 (0) 371 664
0300 from overseas or by submitting a request in writing to
shareholderenquiries@linkgroup.co.uk. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. Lines will be open between 9.00 am to 5.30 pm, Monday to
Friday excluding public holidays in England and Wales. Unless you
make such a request, a hard copy of this announcement and any such
information incorporated by reference in it will not be sent to
you. You may also request that all future documents, announcements
and information to be sent to you in relation to the Offer be in
hard copy form.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
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
MSCEAAAXFFXPFFF
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