TIDMHNT
RNS Number : 9225J
Huntsworth PLC
16 April 2020
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 OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
16 April 2020
RECOMMED CASH ACQUISITION
OF
HUNTSWORTH PLC ("HUNTSWORTH")
BY
CD&R ARTEMIS UK BIDCO LIMITED ("BIDCO")
a newly incorporated entity formed by Clayton, Dubilier &
Rice, LLP in its capacity as adviser to Clayton, Dubilier &
Rice, LLC as manager of CD&R Fund X
to be effected by means of a scheme of arrangement of Huntsworth
under Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting held on 16 April
2020
On 3 March 2020, the Boards of Huntsworth and Bidco announced
that they had agreed the terms of a recommended cash offer by Bidco
for the entire issued and to be issued ordinary share capital of
Huntsworth (the "Acquisition").
The Acquisition will be implemented by way of a Court-sanctioned
scheme of arrangement between Huntsworth and Scheme Shareholders
under Part 26 of the Companies Act 2006 (the "Scheme").
Capitalised terms in this announcement, unless otherwise
defined, have the meaning given to them in the scheme document in
relation to the Scheme sent to Huntsworth Shareholders on 23 March
2020 (the "Scheme Document").
Huntsworth hereby announces that at the Court Meeting and the
General Meeting held earlier today in connection with the Scheme
all resolutions proposed (details of which are set out in the
notices of the Meetings contained in Parts X and XI of the Scheme
Document) were approved by the requisite majorities, as set out in
further detail below.
At the Court Meeting, a majority in number of the Scheme
Shareholders who voted and who together represented over 75 per
cent. in value of the Scheme Shares held by those Scheme
Shareholders, approved the Scheme.
At the General Meeting, Huntsworth Shareholders passed a special
resolution to, among other things, amend Huntsworth's articles of
association in connection with the Scheme and authorise the
Huntsworth Directors to take all such action as they may consider
necessary or appropriate for carrying the Scheme into effect.
At the Voting Record Time, Huntsworth had 371,718,335 Huntsworth
Shares in issue, with a nominal value of 1p each. As at the Voting
Record Time, Huntsworth held no Huntsworth Shares in treasury.
The detailed voting results in relation to the Court Meeting and
the General Meeting are set out below.
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court
Meeting. Each Scheme Shareholder, present in person or by proxy,
was entitled to one vote per Scheme Share held at the Voting Record
Time. Therefore, in respect of the Court Meeting, the total number
of voting rights in Huntsworth as at the Voting Record Time was
371,718,335.
Number of Percentage Number of Percentage Number of
Scheme Shares of Scheme Scheme Shareholders of Scheme Scheme Shares
voted Shares voted who voted Shareholders voted as
who voted a percentage
of issued
share capital
entitled
to vote
on the Scheme
FOR 128,625,744 99.97 234 96.69 34.60
--------------- -------------- --------------------- -------------- ---------------
AGAINST 38,743 0.03 8 3.31 0.01
--------------- -------------- --------------------- -------------- ---------------
TOTAL 128,664,487 100 242 100 34.61
--------------- -------------- --------------------- -------------- ---------------
Voting results of the General Meeting
The table below sets out the results of the poll at the General
Meeting. Each holder of Huntsworth Shares, present in person or by
proxy, was entitled to one vote per Huntsworth Share held at the
Voting Record Time. Therefore, in respect of the General Meeting,
the total number of voting rights in Huntsworth as at the Voting
Record Time was 371,718,335.
FOR AGAINST TOTAL WITHHELD*
Resolution No. of votes % of No. of votes % of No. of No. of
votes votes votes votes
------------- ------- ------------- ------- ------------ ----------
Scheme
Resolution 127,466,878 99.97 37,367 0.03 127,504,245 0
------------- ------- ------------- ------- ------------ ----------
Notes:
* A vote withheld is not a vote in law and, accordingly, is not
counted in the calculation of the proportion of votes "For" or
"Against" each resolution.
Timetable
The outcome of today's Court Meeting and General Meeting means
that Conditions 2(a) and 2(b) (as set out in Part A of Part III of
the Scheme Document) have been satisfied.
The Scheme remains subject to the sanction by the Court at the
Court Hearing and the satisfaction (or, where applicable, waiver)
of the other Conditions to the Scheme (as set out in the Scheme
Document). Subject to the sanction of the Scheme by the Court, the
filing of the Court Order with the Registrar of Companies and the
satisfaction (or, where applicable, waiver) of the other
Conditions, the Scheme is expected to become Effective in the
second quarter of 2020.
The expected timetable of principal events for the
implementation of the Scheme remains as set out on page 12 of the
Scheme Document. If any of the dates and/or times in the expected
timetable change, the revised dates will be notified by
announcement through a Regulatory Information Service.
A copy of Huntsworth's amended articles of association will be
made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Huntsworth's website at
https://www.huntsworth.com/news/offer-from-cdr-inc/ and Bidco's
website at https://www.cdr-inc.com/project-hunter promptly, and in
any event by no later than 12.00 noon (London time) on 17 April
2020. A copy of the Special Resolution passed at the General
Meeting will be submitted to the FCA and will shortly be available
for inspection on the National Storage Mechanism at
www.morningstar.co.uk/uk/NSM.
Deferred Shares
In the Scheme Document, it was noted that Bidco and Huntsworth
intended for the Deferred Shares to be cancelled on or shortly
following the Effective Date. In fact, the Company took steps
today, with the agreement of Bidco, to cancel the Deferred Shares
in accordance with their terms. The cancellation of the Deferred
Shares has no effect on the Company's total issued share capital
with voting rights, which consists of 371,718,335 ordinary shares
of 1 pence each. The Company currently holds nil ordinary shares in
treasury. Therefore, the total number of issued shares with voting
rights in the Company is 371,718,335.
Enquiries
Huntsworth Tel: +44(0) 20 3861 3999
Paul Taaffe, CEO
Neil Jones, COO
Ben Jackson, CFO
Rothschild & Co (financial adviser to Huntsworth) Tel: +44(0) 20 7280 5000
Warner Mandel
Vicky Yuen van de Vorstenbosch
Pietro Franchi
Dowgate Capital (corporate broker to Huntsworth) Tel: +44(0) 20 3903 7715
James Serjeant
Simon Carter
Citigate Dewe Rogerson (PR adviser to Huntsworth) Tel: +44(0) 20 7638 9571
Angharad Couch
Nick Reading
Elizabeth Kittle
CD&R Tel: +44(0) 20 7747 3800
Eric Rouzier
BofA Securities (financial adviser to Bidco and CD&R) Tel: +44(0) 20 7628 1000
Geoff Iles
Gordon Butterworth
Richard Abel
Ben Winstanley
Houlihan Lokey (financial adviser to CD&R) Tel: +44(0) 20 7839 3355
Jonathan Harrison
Larry DeAngelo
Mark Martin
RBC Capital Markets (financial adviser to Bidco and CD&R) Tel: +44(0) 20 7653 4000
Paul Tomasic
Alexander Thomas
Barclays (financial adviser to CD&R) Tel: +44 (0) 20 7623 2323
Omar Faruqui
Olga Tavolzhanskaya
Will Thompson
Teneo (PR adviser to Bidco and CD&R)
Haya Herbert-Burns Tel: +44(0) 7342 031051
Camilla Cunningham Tel: +44(0) 7464 982426
Important notices
N.M. Rothschild and Sons Limited ("Rothschild & Co"), which
is authorised and regulated by the FCA in the United Kingdom, is
acting as financial adviser to Huntsworth and no one else in
connection with the matters described in this announcement and will
not be responsible to anyone other than Huntsworth for providing
the protections afforded to clients of Rothschild & Co nor for
providing advice in connection with any matter referred to herein.
Neither Rothschild & Co nor any of its affiliates (nor their
respective directors, officers, employees or agents) 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 Rothschild & Co
in connection with this announcement, any statement contained
herein, the Acquisition or otherwise.
Dowgate, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Huntsworth and no one
else in connection with the matters described in this announcement
and will not be responsible to anyone other than Huntsworth for
providing the protections afforded to clients of Dowgate nor for
providing advice in connection with any matter referred to herein.
Neither Dowgate nor any of its affiliates (nor their respective
directors, officers, employees or agents) 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 Dowgate in connection with this
announcement, any statement contained herein, the Acquisition or
otherwise.
Merrill Lynch International ("BofA Securities"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting exclusively as financial adviser for
Bidco and CD&R and for no one else and will not be responsible
to anyone other than Bidco and CD&R for providing the
protections afforded to its clients or for providing advice in
relation to the matters referred to in this announcement. Neither
BofA Securities, 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 BofA Securities in connection
with this announcement, any statement contained herein or
otherwise.
Houlihan Lokey EMEA, LLP ("Houlihan Lokey"), which is authorised
and regulated by the UK Financial Conduct Authority, is acting
exclusively for Clayton, Dubilier & Rice, LLC and for no one
else in connection with the matters described in this announcement
and will not be responsible to anyone other than Clayton, Dubilier
& Rice, LLC for providing the protections afforded to its
clients or for providing advice in relation to such matters.
Neither Houlihan Lokey nor any of its affiliates (nor any of their
respective directors, officers, employees or agents), 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 Houlihan Lokey in
connection with this announcement, any statement contained herein
or otherwise.
RBC Capital Markets is the trading name for RBC Europe Limited,
which is authorised by the PRA and regulated by the FCA and the PRA
and is a subsidiary of Royal Bank of Canada. RBC Capital Markets is
acting exclusively for Bidco and CD&R and for no one else in
connection with the Acquisition and will not be responsible to
anyone other than Bidco and CD&R 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.
Neither RBC Capital Markets, 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 RBC Capital Markets
in connection with this announcement, any statement contained
herein or otherwise.
Barclays Bank PLC, acting through its Investment
Bank,("Barclays") which is authorised by the PRA and regulated in
the United Kingdom by the FCA and the PRA, is acting exclusively
for CD&R and no one else in connection with the matters
described herein and will not be responsible to anyone other than
CD&R for providing the protections afforded to clients of
Barclays nor for providing advice in relation to the matters
described herein or any other matter referred to herein.
This announcement is for information purposes only and 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 in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be made solely through the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document), which will contain the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition. Any acceptance or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document).
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared in accordance with English
law, the Code, the Market Abuse Regulation and the Disclosure
Guidance and Transparency Rules and information disclosed may not
be the same as that which would have been prepared in accordance
with the laws of jurisdictions outside England.
The Acquisition will be subject to, amongst other things, the
applicable requirements of the Code, the Panel, London Stock
Exchange plc and the FCA.
Overseas Shareholders
The availability of the Acquisition to Huntsworth Shareholders
who are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom to vote their Huntsworth Shares with
respect to the Scheme at the Court Meeting, or to appoint another
person as proxy to vote at the Court Meeting on their behalf, may
be affected by the laws of the relevant jurisdictions in which they
are located. Any failure to comply with the applicable 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 Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person. Further details in relation to Overseas Shareholders
are contained in the Scheme Document.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
will 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 from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and any formal documentation relating to the
Acquisition 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 such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made directly or indirectly, in or into, or by the
use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or
facilities.
Notice to US investors in Huntsworth
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer or proxy
solicitation rules under the US Securities Exchange Act of 1934
(the "US Exchange Act"). Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation rules.
The financial information included in this announcement has been
prepared in accordance with accounting standards applicable in the
United Kingdom and thus may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the US.
If, in the future, Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer, which is to be made into
the US, such Takeover Offer will be made in compliance with the
applicable US laws and regulations, including Section 14(e) and
Regulation 14E under the US Exchange Act.
It may be difficult for US holders of Huntsworth Shares to
enforce their rights and any claim arising out of the US federal
laws, since Bidco and Huntsworth are located in a non-US
jurisdiction, and some or all of their officers and directors may
be residents of a non-US jurisdiction. US holders of Huntsworth
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgement.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved of the
Acquisition, or determined if this announcement is accurate or
complete. Any representation to the contrary is a criminal offence
in the US.
US Huntsworth Shareholders also should be aware that the
transaction contemplated herein may have tax consequences in the US
and, that such consequences, if any, are not described herein. US
Huntsworth Shareholders are urged to consult with legal, tax and
financial advisers in connection with making a decision regarding
this transaction.
In accordance with, and to the extent permitted by, the Code and
normal UK market practice, Dowgate, BofA Securities, RBC Capital
Markets, Barclays and their respective affiliates may continue to
act as exempt principal traders or exempt market makers in
Huntsworth Shares on the London Stock Exchange and will engage in
certain other purchasing activities consistent with their
respective normal and usual practice and applicable law, as
permitted by Rule 14e-5(b)(9) under the US Exchange Act. In
addition, in compliance with the Takeover Code and to the extent
permitted under Rule 14e-5(b) under the US Exchange Act, Bidco,
certain affiliated companies or their respective nominees, or
brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, Huntsworth securities
other than pursuant to the Acquisition, either in the open market
at prevailing prices or through privately negotiated purchases at
negotiated prices outside the United States until the date on which
the Scheme becomes Effective, lapses or is otherwise withdrawn (or,
if the Acquisition is implemented by way of a Takeover Offer,
before or during the period in which such Takeover Offer would
remain open for acceptance). To the extent required by Rule
14e-5(b)(12), such purchases, or arrangements to purchase, must
comply with English law, the Code and the Listing Rules. Any
information about such purchases will be disclosed to the Panel
and, to the extent that such information is required to be publicly
disclosed in the United Kingdom in accordance with applicable
regulatory requirements, will be made available to all investors
(including US investors) via the Regulatory Information Service on
the London Stock Exchanges website,
www.londonstockexchange.com.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and
Huntsworth contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco and Huntsworth about future events, and are therefore subject
to risks and uncertainties which could cause actual results to
differ materially from the future results expressed or implied by
the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on Bidco and Huntsworth (including their future
prospects, developments and strategies), the expected timing and
scope of the Acquisition and other statements other than historical
facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "projects", "strategy", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Although
Bidco and Huntsworth believe that the expectations reflected in
such forward-looking statements are reasonable, Bidco and
Huntsworth can give no assurance that such expectations will prove
to be correct. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; future market
conditions, changes in general economic and business conditions,
the behaviour of other market participants, the anticipated
benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the
countries in which Bidco and Huntsworth operate, weak, volatile or
illiquid capital and/or credit markets, changes in tax rates,
interest rate and currency value fluctuations, the degree of
competition in the geographic and business areas in which Bidco and
Huntsworth operate and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those
in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors. Neither
Bidco nor Huntsworth, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place any reliance on
these forward-looking statements. Other than in accordance with
their legal or regulatory obligations, neither Bidco nor Huntsworth
is under any obligation, and Bidco and Huntsworth expressly
disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
No profit forecasts, estimates or quantified benefits
statements
Nothing in this announcement is intended, or is to be construed,
as a profit forecast, profit estimate or quantified benefits
statement for any period and no statement in this announcement
should be interpreted to mean that earnings or earnings per share
for Huntsworth for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Huntsworth.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, Huntsworth
Shareholders, persons with information rights and participants in
the Huntsworth Share Plans may request a hard copy of this
announcement by contacting Huntsworth's registrars, Computershare
Investor Services PLC, during business hours on 0370 707 1048 or at
Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS99 6ZZ (or +44 (0)370 707 1048 from abroad). For
persons who receive a copy of this announcement in electronic form
or via a website notification, a hard copy of this announcement
will not be sent unless so requested. Such persons may also request
that all future documents, announcements and information to be sent
to you in relation to the Acquisition should be in hard copy
form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by Huntsworth Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Huntsworth may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c).
Right to switch to a Takeover Offer
Bidco reserves the right to elect, with the consent of the Panel
and subject to the terms of the Co-operation Agreement, to
implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme. In such event, such Takeover Offer will
be implemented on substantially the same terms and conditions, so
far as applicable, as those which would apply to the Scheme subject
to appropriate amendments to reflect the change of method of
effecting the Takeover Offer and the terms of the Co-operation
Agreement.
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 figures that precede them.
Important Information
If Huntsworth Shareholders are in any doubt about the
Acquisition, the contents of this announcement, the contents of the
Scheme Document or the action they should take, they are
recommended to seek their own financial advice immediately from
their stockbroker, bank manager, accountant or other independent
financial adviser authorised under the Financial Services and
Markets Act 2000, if they are in the United Kingdom, or from
another appropriately authorised independent financial adviser if
they are taking advice in a territory outside the United
Kingdom.
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
ROMGPUUUCUPUGWQ
(END) Dow Jones Newswires
April 16, 2020 09:09 ET (13:09 GMT)
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