TIDMCHS
RNS Number : 3352A
Chrysalis PLC
31 January 2011
Chrysalis plc
31 January 2011
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 (the "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.)
Director Shareholding
The Company announces that on the 28 January 2011 Jeremy
Lascelles and Andy Mollett, each a director of the Company,
transferred their holdings of ordinary shares of 2p each ("Ordinary
Shares") to, in the case of Jeremy Lascelles 13,623 Ordinary Shares
to his wife Catherine Lascelles and, in the case of Andy Mollett
69,999 Ordinary Shares to his wife Jenny Mollett and 1 Ordinary
Share to Forte Bidco 2 Limited, all of which were undertaken for
nil consideration with the exception of Andy Mollett's transfer to
Forte Bidco 2 Limited which was undertaken for a total
consideration of GBP1.60.
Following such transfer Jeremy Lascelles continues to have an
interest in 13,623 Ordinary Shares representing 0.02% of the
existing issued ordinary share capital of the Company, Andy Mollett
continues to have an interest in 69,999 Ordinary Shares
representing 0.10% of the existing issued ordinary share capital of
the Company and Forte Bidco 2 Limited holds 1 Ordinary Share.
The transaction with Mrs Lascelles and Mrs Mollett was
undertaken in accordance with the arrangements and undertakings
previously agreed with Forte Bidco 1 Limited ("Bidco") an indirect
wholly-owned subsidiary of BMG RM Investments Luxembourg S.a.r.l.,
a joint venture between Bertelsmann A.G. and certain funds).
In accordance with such arrangements, each of Mrs Lascelles and
Mrs Mollett entered into new irrevocable undertakings in relation
to the full holding of Ordinary Shares set out above. These
irrevocable undertakings were given on substantially the same terms
as those given by Mr Lascelles and Mr Mollett (summarised in full
in the circular sent to the Company's shareholders on 18 December
2010 in relation to the scheme of arrangement proposed therein)
save that the irrevocable undertakings do not require Mrs Lascelles
and Mrs Mollett to vote in favour of shareholder resolutions to
approve the scheme of arrangement. Such resolutions were passed at
the Court Meeting and General Meeting of the Company held on 11
January 2011.
The irrevocable undertakings described herein are given in
substitution for and not in addition to the irrevocable
undertakings previously given by Mr Lascelles and Mr Mollett in
relation to the Ordinary Shares previously held by them. As such,
following the transfer and the entry by Mrs Lascelles and Mrs
Mollett into new irrevocable undertakings, the total number of
Ordinary Shares, in respect of which irrevocable undertakings have
been recieved by Bidco, remains unchanged from that summarised in
the 18 December 2010 shareholder circular.
Forte Bidco 2 Limited is also an indirect wholly-owned
subsidiary of BMG RM Investments Luxembourg S.a.r.l.. The ordinary
share that has been transferred by Mr Mollett to Forte Bidco 2
Limited has been transferred to meet the technical requirements of
the scheme of arrangement to be entered into by the Company with
its shareholders in connection with the Acquisition.
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 has been made solely by
means of the Scheme Document and the form of proxy accompanying the
Scheme Document, which contains the full terms and conditions of
the Acquisition. Chrysalis Shareholders are advised to read this
announcement in conjunction with the formal documentation in
relation to the Acquisition carefully. This announcement and all
other materials related to the Acquisition are solely directed to
existing 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 is 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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