TIDMCHS
RNS Number : 2385Y
Chrysalis PLC
20 December 2010
Chrysalis plc
20 December 2010
For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART,
IN, INTO OR FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
Recommended Cash Acquisition of
Chrysalis PLC
by
Forte Bidco 1 Limited
(an indirect wholly-owned subsidiary of BMG RM Investments
Luxembourg S.a.r.l.,
a joint venture between Bertelsmann A.G. and certain funds
advised by Kohlberg Kravis Roberts & Co. L.P.)
Posting of Scheme Document
On 26 November 2010 Forte Bidco 1 Limited ("Bidco") and
Chrysalis plc ("Chrysalis") announced that they had reached
agreement on the terms of a recommended cash offer to be made by
Bidco to acquire the entire issued and to be issued share capital
of Chrysalis, by means of a scheme of arrangement (the "Scheme")
under Part 26 of the Companies Act 2006 (the "Companies Act").
Bidco is an indirect wholly-owned subsidiary of BMG Luxco, a joint
venture between Bertelsmann and an affiliate of KKR.
Chrysalis now announces that the circular (the "Scheme
Document") containing, inter alia, the full terms and conditions of
the Scheme, an explanatory statement (in compliance with section
897 of the Companies Act), notices of the Court Meeting and General
Meeting of Chrysalis, a timetable of principal events, and details
of the actions to be taken by Chrysalis Shareholders was posted on
Saturday 18 December 2010 to all Chrysalis Shareholders.
The expected timetable of principal events is:
Latest time for lodging Forms of Proxy for the:
Court Meeting 14:00 on 7 January 2011(1)
General 14:15 on 7 January 2011(2)
Voting Record Time 18:00 on 7 January 2011
Court Meeting 14:00 on 11 January 2011
General Meeting 14:15 on 11 January 2011
Last day of dealings in Chrysalis Shares 28 January 2011
Dealings in Chrysalis Shares suspended in London 17:00 on 28
January 2011
Scheme Record Time 18:00 on 28 January 2011
Court Hearing to sanction the Scheme 31 January 2011
and the Reduction of Capital
Effective Date of the Scheme 4 February 2011
Despatch of cheques and crediting of CREST by 18 February
2011
accounts for cash consideration due under the Scheme
(1) It is requested that Blue Forms of Proxy for the Court
Meeting must be lodged not later than 48 hours prior to the time
appointed for the Court Meeting (excluding any part of such 48 hour
period falling on a weekend or a public holiday in the UK), or in
the case of any adjournment, not later than 48 hours before the
time fixed for the holding of the adjourned meeting (excluding any
part of such 48 hour period falling on a weekend or a public
holiday in the UK). Blue Forms of Proxy not so lodged may be handed
to the Chairman of the Court Meeting at the Court Meeting.
(2) Yellow Forms of Proxy for the General Meeting must be lodged
not later than 48 hours prior to the time appointed for the General
Meeting (excluding any part of such 48 hour period falling on a
weekend or a public holiday in the UK), or in the case of any
adjournment, not later than 48 hours before the time fixed for the
holding of the adjourned meeting (excluding any part of such 48
hour period falling on a weekend or a public holiday in the
UK).
Chrysalis Shareholders who hold Chrysalis Shares in CREST may
also appoint a proxy using CREST by following the instructions set
out on pages 13 and 14 of the Scheme Document. Such appointment
must, in order to be valid, be transmitted so as to be received by
the Company's registrar at least 48 hours prior to the Court
Meeting or the General Meeting, as applicable (excluding any part
of such 48-hour period falling on a weekend or a public holiday in
the UK).
As an alternative to completing the hard copy Forms of Proxy or
appointing a proxy through CREST, Chrysalis Shareholders can submit
their proxy by electronic means by lodging a proxy with the
Registrars using the internet at www.eproxyappointment.com.
Chrysalis Shareholders will be asked to enter a Control Number
(with separate Control Numbers being necessary for each of the
Court Meeting and the General Meeting), Shareholder Reference
Number and PIN, all of which are printed on the hard copy Forms of
Proxy or, for Chrysalis Shareholders that have registered with the
Company to receive communications by electronic means, on the email
message that such Chrysalis Shareholders received notifying them of
the availability of this document. Chrysalis Shareholders wishing
to use this service will also be required to agree to certain terms
and conditions. To be valid, such proxy appointments must be lodged
in accordance with the above procedure and any additional
procedures set out on the specified website so as to arrive as soon
as possible but in any event not later than 48 hours prior to the
Court Meeting or the General Meeting, as applicable (excluding any
part of such 48-hour period falling on a weekend or a public
holiday in the UK).
The Court Meeting and the General Meeting will each be held at
the offices of Olswang LLP, 90 High Holborn, London WC1V 6XX.
Copies of the Scheme Document and Forms of Proxy will be
available for inspection at the offices of Olswang LLP at 90 High
Holborn, London WC1V 6XX and at the offices of Chrysalis at The
Chrysalis Building, Bramley Road, London W10 6SP. The Scheme
Document, Forms of Proxy and this announcement are also available
on the Chrysalis website at www.chrysalis.com.
Capitalised terms used but not defined in this announcement have
the same meaning as given to them in the Scheme Document.
Enquiries
BMG Telephone: +49 (0) 30 300 133 340 Hartwig Masuch (Chief
Executive Officer, BMG GmbH) Kay Krafft (Chief Investment Officer,
BMG GmbH)
Citi Telephone: +44 (0) 20 7986 4000
(Sole Financial Adviser and Corporate Broker to BMG and Bidco)
Jan Skarbek Ketan Mehta
Simon Alexander (corporate broking)
Sian Evans
Finsbury Telephone: +44 (0) 20 7251 3801 (PR Adviser to BMG)
Charles Watenphul
Ed Simpkins
Chrysalis Telephone: +44 (0) 20 7465 6327 Chris Wright
(Chairman) Jeremy Lascelles (Group Chief Executive) Andy Mollett
(Chief Financial Officer)
Jefferies Telephone: +44 (0) 20 7029 8000 (Sole Financial
Adviser to Chrysalis) Jonathan Goodwin Sarah McNicholas
Investec Telephone: +44 (0) 20 7597 5970 (Corporate Broker to
Chrysalis) Keith Anderson
Brunswick Telephone: +44 (0) 20 7404 5959 (PR Adviser to
Chrysalis) Tim Burt Dania Saidam
This announcement does not constitute or form any part of an
offer or invitation to sell or purchase any securities or the
solicitation of an offer to buy any securities or the solicitation
of any vote of approval in any jurisdiction, pursuant to the
Acquisition or otherwise. The Acquisition will be made solely by
means of the Scheme Document and the form of proxy accompanying the
Scheme Document, which will contain the full terms and conditions
of the Acquisition, including details of how to vote in favour of
the Acquisition. Chrysalis Shareholders are advised to read this
announcement in conjunction with the formal documentation in
relation to the Acquisition carefully, once it has been dispatched.
The Acquisition will be subject to the Conditions set out in
Appendix I to this announcement and the full conditions and further
terms which will be set out in the Scheme Document and form of
proxy. This announcement and all other materials related to the
Acquisition are solely directed to existing Chrysalis
Shareholders.
Any acceptance or other responses to the Acquisition should be
made only on the basis of the information in the Scheme Document.
Chrysalis will prepare the Scheme Document to be distributed to the
Chrysalis Shareholders. On the Effective Date, the Scheme will be
binding on each Chrysalis Shareholder and all Chrysalis Shares will
be cancelled in accordance with the Scheme, irrespective of whether
any such Chrysalis Shareholder has attended or voted at the Court
Meeting or General Meeting.
Citi, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for BMG and
Bidco and no one else in relation to the matters referred to in
this announcement and will not be responsible to anyone other than
BMG and Bidco for providing the protections afforded to clients of
Citi nor for providing advice in relation to these matters, the
content of this announcement or any matter referred to herein.
Jefferies, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Chrysalis and no one else in relation to the matters referred
to in this announcement and will not be responsible to anyone other
than Chrysalis for providing the protections afforded to clients of
Jefferies nor for providing advice in relation to these matters,
the content of this announcement or any matter referred to
herein.
The distribution of this announcement in jurisdictions other
than the UK may be restricted by law and therefore any persons who
are subject to the laws of any jurisdiction other than the UK
should inform themselves about, and observe, any applicable
requirements. This announcement has been prepared for the purpose
of complying with 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 the UK.
Copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving this announcement (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction.
The Acquisition will be subject to the applicable rules and
regulations of the UK Listing Authority, the London Stock Exchange
and the Code.
Notice to US holders of Chrysalis Shares
US holders of Chrysalis Shares should note that the Scheme
relates to the shares of a UK company that is a "foreign private
issuer" as defined under Rule 3b-4 under the Exchange Act and will
be governed by English law. Accordingly, neither the proxy
solicitation nor the tender offer rules under the Exchange act will
apply to the Scheme. Moreover, the Scheme will be subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules. Financial information included in the Scheme Document will
have been prepared in accordance with accounting standards
applicable in the UK that may not be comparable to the accounting
standards applicable to financial statements of US companies. If
Bidco exercises its right to implement the acquisition of the
Chrysalis Shares by way of a takeover offer, the offer will be made
in compliance with applicable US securities laws and
regulations.
Forward looking statements
It is possible that this announcement could or may contain
forward-looking statements that are based on current expectations
or beliefs, as well as assumptions about future events. Reliance
should not be placed on any such statements because, by their very
nature, they are subject to known and unknown risks and
uncertainties and can be affected by other factors that could cause
actual results, and BMG, Bidco and Chrysalis' plans and objectives,
to differ materially from those expressed or implied in the
forward-looking statements. None of BMG, Bidco nor Chrysalis
undertake to update or revise forward-looking statements, whether
as a result of new information, future events or otherwise.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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 paper 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper offeror, 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 paper
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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should consult the Panel's website above and/or contact the Panel's
Market Surveillance Unit on +44 (0)20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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