TIDMVVO
RNS Number : 6511T
Vivo Energy PLC
25 July 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
25 July 2022
RECOMMED CASH OFFER
for
Vivo Energy plc
by
VIP II Blue B.V.
(a newly formed company ("BidCo"), being a wholly-owned indirect
subsidiary of Vitol Investment Partnership II Limited, itself being
an investment vehicle advised by employees of the Vitol Group)
to be effected by way of a scheme of arrangement under Part 26
of the UK Companies Act 2006 (the "Act")
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 25 November 2021, the boards of Vivo Energy plc (the
"Company" or "Vivo") and BidCo announced that they had reached
agreement on the terms of a recommended cash offer for all of the
issued and to be issued ordinary share capital of the Company not
already owned by the Existing Vitol Shareholders (the "Offer"). The
Offer is to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Act (the "Scheme"). Full details
of the Offer are set out in the Scheme Document published on 17
December 2021 (the "Scheme Document"). Unless otherwise defined,
capitalised terms used in this Announcement have the same meanings
as set out in the Scheme Document.
On 22 July 2022, Vivo announced that the Court had sanctioned
the Scheme.
Vivo is pleased to announce that the Court Order has been
delivered to the Registrar of Companies today and, accordingly, the
Scheme has now become effective in accordance with its terms.
Under the terms of the Scheme, holders of Vivo Shares are
entitled to receive USD $1.79 for each Vivo Share held at the
Scheme Record Time (6.00 p.m. on 22 July 2022). Holders of Vivo
Shares (except the Helios entities, which have each agreed to waive
the right to receive the 2022 Special Dividend) are entitled to
receive the 2022 Special Dividend of USD $0.02 for each Vivo Share
held at the 2022 Special Dividend Record Date (6.00 p.m. on 22 July
2022). The latest date for the despatch of cheques to Scheme
Shareholders and settlement through CREST is 8 August 2022.
Dealings in Vivo Shares on the premium listing segment of the
Official List and on the London Stock Exchange were suspended with
effect from 7.30 a.m. on 25 July 2022. Applications have been made
to the FCA and the London Stock Exchange in relation to the
delisting of Vivo Shares from the Official List and cancellation of
the admission to trading of Vivo Shares on the main market of the
London Stock Exchange, which are each expected to take place at
8.00 a.m. on 26 July 2022.
Vivo Shareholders on the South African Branch Register
As announced on 20 July 2022, Vivo Shareholders who hold Vivo
Shares on the South African Branch Register are entitled to receive
3058.42085 ZA cents for each Vivo Share held at the Record Date on
the JSE (27 July 2022). Vivo Shareholders who hold Vivo Shares on
the South African Branch Register are entitled to receive 34.17230
ZA cents in connection with the 2022 Special Dividend for each as
Vivo Share held at the Record Date on the JSE (27 July 2022). The
latest date for settlement through the Strate system or by
electronic funds transfer is 28 July 2022.
Listing of Vivo Shares on the JSE was suspended with effect from
9.00 a.m. (SAST) on 25 July 2022.
An application has been made for the cancellation of the listing
of Vivo Shares on the JSE, which is expected to take effect from 29
July 2022.
Enquiries:
BidCo +44 20 7973 4230 /
+44 7525 403796
Andrea Schlaepfer
Head of Corporate Communications
HSBC (Financial adviser to BidCo) +44 20 7991 8888
Keith Welch
Alex Thomas
James Novelli
Joe Weaving
Brunswick LLP (public relations adviser to BidCo) +44 20 7404 5959
Patrick Handley
Vivo Energy plc +44 20 3034 3735
Giles Blackham
Head of Investor Relations
Rob Foyle
Head of Communications
J.P. Morgan Cazenove +44 20 7742 4000
(Joint financial adviser and corporate broker to Vivo)
Dwayne Lysaght
James Janoskey
Richard Walsh
Rothschild & Co (Joint financial adviser to Vivo) +44 20 7280 5000
John Deans
Edoardo Fassati
Numis Securities (Corporate broker to Vivo) +44 207 260 1000
Stuart Dickson
George Price
JSE Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited
Tulchan Communications (public relations adviser to Vivo) +44 207 353 4200
Martin Robinson
Harry Cameron
Akin Gump LLP is acting as legal adviser to BidCo as to English
law. Freshfields Bruckhaus Deringer LLP is acting as legal adviser
to Vivo as to English Law. Bowmans is acting as legal adviser to
BidCo as to South African Law and Werksmans is acting as legal
adviser to Vivo as to South African law.
Important notices relating to financial advisers
HSBC, which is authorised by the Prudential Regulation Authority
(the "PRA") and regulated by the PRA and the Financial Conduct
Authority (the "FCA") in the United Kingdom, is acting exclusively
for Vitol and BidCo and no one else in connection with the Offer
and will not be responsible to anyone other than Vitol and BidCo
for providing the protections afforded to clients of HSBC nor for
giving advice in relation to the Offer or any matter or arrangement
referred to in this announcement. Neither HSBC, nor any of its
group undertakings or 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 HSBC in connection with this
announcement, any statement contained herein or otherwise. HSBC has
given, and not withdrawn, its consent to the inclusion in this
announcement of the references to its name in the form and context
in which they appear.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the PRA and regulated in the
United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is
acting as financial adviser exclusively for Vivo and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to such
matters and will not be responsible to anyone other than Vivo for
providing the protections afforded to clients of J.P. Morgan
Cazenove or its affiliates, or for providing advice in relation to
any matter or arrangement referred to herein.
J.P. Morgan Equities South Africa Proprietary Limited is acting
exclusively as JSE sponsor to Vivo and no one else in connection
with the matters set out in this announcement, and will be subject
to the requirements imposed on such a sponsor under the JSE
Listings Requirements.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for Vivo and no one else in connection with
the matters described in this announcement and will not be
responsible to anyone other than Vivo 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 or
otherwise.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as Corporate Broker exclusively for Vivo and no one else
in connection with the matters set out in this announcement and
will not regard any other person as its client in relation to the
matters in this announcement and will not be responsible to anyone
other than Vivo for providing the protections afforded to clients
of Numis, nor for providing advice in relation to any matter
referred to herein.
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, any offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer shall be made solely by means
of the Scheme Document, which, together with the Forms of Proxy and
the Form of Election (if applicable), shall contain the full terms
and conditions of the Offer, including details of how to vote in
respect of the Offer. Any vote in respect of, acceptance or other
response to the Offer should be made only on the basis of the
information contained in the Scheme Document read in its
entirety.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The availability of the Offer to Vivo Shareholders who are not
resident in and citizens of the United Kingdom or South Africa 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 or South Africa should inform
themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions. 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 Offer 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 Takeover
Code, and permitted by applicable law and regulation, the Offer
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. Copies of this announcement and any
formal documentation relating to the Offer 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
acceptance in respect of the Offer. The 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 Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
In accordance with the Takeover Code, normal United Kingdom
market practice and Rule 14e-5(b) of the US Exchange Act, HSBC and
its respective affiliates will continue to act as exempt principal
trader in Vivo securities on the London Stock Exchange. These
purchases and activities by exempt principal traders which are
required to be made public in the United Kingdom pursuant to the
Takeover Code will be reported to a Regulatory Information Service
and will be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed: (i) in the US to the extent that such information is
made public in the United Kingdom, and (ii) in South Africa, on the
Stock Exchange News Service of the JSE, to the extent that it is
reported to a Regulatory Information Service on the London Stock
Exchange's website.
This announcement has been prepared for the purpose of complying
with English law, the Takeover Code, the Market Abuse Regulation
(EU) no. 596/2014, the Market Abuse Regulation (EU) no. 596/2014
(as it forms part of the laws of the UK by virtue of the European
Union (Withdrawal) Act 2018 (as amended)), the Disclosure Guidance
and Transparency Rules, and the Listing Rules, and 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.
The information contained in this announcement constitutes
factual information as contemplated in section 1(3)(a) of the South
African Financial Advisory and Intermediary Services Act, 37 of
2002, as amended ("Fais Act") and should not be construed as an
express or implied advice, recommendation, guide or proposal that
any particular transaction in respect of the Offer, is appropriate
to the particular investment objectives, financial situations or
needs of a shareholder or offeree, and nothing in this announcement
should be construed as constituting the canvassing for, or
marketing or advertising of, financial services in South Africa.
BidCo is not a financial services provider licensed as such under
the Fais Act.
Nothing in this announcement should be viewed, or construed, as
"advice", as that term is used in the South African Financial
Markets Act, 19 of 2012, as amended.
Notice to U.S. investors in Vivo
The Offer relates to shares of a UK 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 tender offer rules or the proxy
solicitation rules under the US Exchange Act.
Accordingly, the Offer is expected to be made subject to the
disclosure and procedural requirements and practices applicable in
the United Kingdom and to schemes of arrangement under the laws of
England and Wales which differ from the disclosure and other
requirements of the United States tender offer and proxy
solicitation rules. Neither the US Securities Exchange Commission,
nor any securities commission of any state of the United States,
has approved the Offer, passed upon the fairness of the Offer or
passed upon the adequacy or accuracy of this document. Any
representation to the contrary is a criminal offence in the United
States.
However, if BidCo were to elect (with the consent of the Panel)
to implement the Offer by means of a takeover offer, such takeover
offer shall be made in compliance with all applicable United States
laws and regulations, including any applicable exemptions under the
US Exchange Act. Such a takeover would be made in the United States
by BidCo and no one else.
In the event that the Offer is implemented by way of a takeover
offer, in accordance with normal United Kingdom practice, BidCo or
its nominees, or its brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, shares
or other securities of Vivo outside of the United States, other
than pursuant to the Offer, until the date on which the Offer
and/or Scheme becomes effective, lapses or is otherwise withdrawn.
These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any
information about such purchases or arrangements to purchase shall
be disclosed as required in the UK, shall be reported to a
Regulatory Information Service and shall be available on the London
Stock Exchange website at www.londonstockexchange.com. This
information will also be publicly disclosed in South Africa, on
Stock Exchange News Service of the JSE, to the extent that it is
reported to a Regulatory Information Service on the London Stock
Exchange's website.
Each Vivo Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Offer applicable to them, including under applicable United
States state and local, as well as overseas and other, tax
laws.
Financial information relating to Vivo included in this
announcement and the Scheme Document has been or shall have been
prepared in accordance with accounting standards applicable in the
United Kingdom and 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 United States.
Vivo is organised under the laws of a country other than the
United States. Some or all of the officers and directors of Vivo,
respectively, are residents of countries other than the United
States. In addition, most of the assets of Vivo are located outside
the United States. As a result, it may be difficult for US
shareholders of Vivo to effect service of process within the United
States upon Vivo or its officers or directors or to enforce against
them a judgment of a US court predicated upon the federal or state
securities laws of the United States.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Offer, and other information published by BidCo 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 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 Offer on
BidCo, the Vitol Group, the Vivo Group and Vivo (including their
future prospects, developments and strategies), the expected timing
and scope of the Offer 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 believes that the expectations reflected in such
forward-looking statements are reasonable, BidCo 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 Offer; the ability to obtain requisite regulatory and
shareholder approvals; 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 each of
the Vitol Group and the Vivo Group operates; 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 each of
the Vitol Group and the Vivo Group operates; 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 any persons acting in
concert with it, nor any of its associates or directors, officers
or advisers, provide 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 its legal
or regulatory obligations, BidCo is not under any obligation, and
expressly disclaims any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Publication on website and availability of hard copies
A copy of this Announcement and the documents required to be
published pursuant to Rule 26 of the Takeover Code is and will be
available (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions) for inspection free of charge
on Vivo's website at www.vivoenergy.com and Vitol's website at
www.vitol.com by no later than 12 noon London time on the Business
Day following the Announcement.
Neither the contents of those websites nor the content of any
other website accessible from hyperlinks on those websites is
incorporated into, or forms part of, this Announcement.
Vivo Shareholders except Vivo Shareholders on the South African
Register may request a hard copy of this Announcement by contacting
Equiniti Limited during business hours on 0371 384 2320 (from
within the UK) or on +44 371 384 2320 (from outside the UK) or by
submitting a request in writing to Equiniti Limited at Aspect
House, Spencer Road, Lancing, West Sussex BN99 6DA.
Vivo Shareholders on the South African Register may request a
hard copy of this Announcement by contacting JSE Investor Services
on 0861 472 644 (from within South Africa) or +27 11 029 0112 (from
outside South Africa) or by submitting a request in writing to JSE
Investor Services (Pty) Ltd, 13th Floor, 19 Ameshoff Street
Braamfontein, 2001 or PO Box 10462, Johannesburg, 2000.
If you have received this Announcement in electronic form,
copies of this Announcement and any document or information
incorporated by reference into this document will not be provided
unless such a request is made.
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 p.m.
(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 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. 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.
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END
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