Source - RNS
RNS Number : 3344J
Journey Group PLC
08 September 2016
 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES OF AMERICA) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

8 September 2016

RECOMMENDED CASH OFFER

for

Journey Group plc 

by

Jaguar Holdings Limited

to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006

 

Posting of Scheme Document

 

On 23 August 2016, the board of Jaguar Holdings Limited ("Jaguar Holdings") and the Independent Directors of Journey Group plc ("Journey") announced that they had reached agreement on the terms of a recommended cash offer to be made by Jaguar Holdings for the entire issued and to be issued share capital of Journey (the "Offer"). The Offer is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.

 

Under the terms of the Offer, Journey Shareholders holding Scheme Shares at the Scheme Record Time shall be entitled to receive 240 pence in cash for each Scheme Share held. The Scheme also includes an Unlisted Securities Alternative, under which Scheme Shareholders will be entitled to elect, in respect of all or some of their Scheme Shares, to receive Jaguar Holdings Share Units in lieu of the Cash Consideration to which they are entitled in respect of such Scheme Shares under the terms of the Offer.  Each Jaguar Holdings Share Unit will comprise one Jaguar Holdings Ordinary Share and one Jaguar Holdings Preference Share. Jaguar Holdings Ordinary Shares and Jaguar Holdings Preference Shares will be unlisted securities and there are no plans to seek a public quotation on any recognised investment exchange or other market for either security. The Unlisted Securities Alternative is not the subject of a recommendation by the Independent Directors.

 

The Independent Directors and the board of Jaguar Holdings are pleased to announce that the scheme document in relation to the Offer is today being posted to Journey Shareholders, setting out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Journey Shareholders (the "Scheme Document"), together with the Forms of Proxy for the Meetings and (where appropriate) a form of election pursuant to which a Journey Shareholder may elect for the Unlisted Securities Alternative.

 

As further detailed in the Scheme Document, in order to become Effective, amongst other things, the Scheme requires that the required majority of Voting Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that the required majority of Journey Shareholders vote in favour of the resolutions to be proposed at the General Meeting. Notices convening the Court Meeting and the General Meeting for 10.00 a.m. and 10.10 a.m. respectively on 3 October 2016 (or as soon thereafter as the Court Meeting is concluded or adjourned) to be held at the offices of Bircham Dyson Bell LLP at 50 Broadway, Westminster, London SW1H 0BL, are set out in the Scheme Document. Forms of Proxy for use at such Meetings are enclosed with the Scheme Document. If the Scheme is duly approved by Voting Scheme Shareholders, the specified resolutions are approved by Journey Shareholders, all other Conditions to the Offer are satisfied or (if capable of waiver) waived, the Court sanctions the Scheme and the Scheme becomes Effective in accordance with its terms, it is currently expected that trading on AIM of Journey Shares will be suspended at 7.30 a.m. on 7 October 2016 and subsequently cancelled from admission to trading on AIM at 7.00 a.m. on 12 October 2016.

 

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Voting Scheme Shareholders' opinion. Voting Scheme Shareholders are therefore strongly urged to complete, sign and return the Forms of Proxy (once received) as soon as possible.

 

Capitalised terms in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document. Copies of this Announcement and the Scheme Document will be available free of charge (subject to certain restrictions relating to persons in certain overseas jurisdictions) on Journey's website at www.journeygroup.plc.uk up to and including the Effective Date. The contents of this website are not incorporated into, and do not form part of, this Announcement.  

 

Timetable

 

The expected timetable of principal events for the implementation of the Scheme is set out below. If any of the key dates set out in the expected timetable changes, an announcement will be made through a Regulatory Information Service.

 

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

All references in this announcement to times are to London times unless otherwise stated.

Event

Time and/or date

Latest time for lodging PINK Forms of Proxy/CREST Proxy instructions for the Court Meeting

10.00 a.m. on 29 September 20161

Latest time for lodging WHITE Forms of Proxy/CREST Proxy instructions for the General Meeting

10.10 a.m. on 29 September 2016

Voting Record Time for the Court Meeting and the General Meeting

close of business on 30 September 20162

Court Meeting

10.00 a.m. on 3 October 2016

General Meeting

10.10 a.m. on 3 October 20163



The following dates are indicative only and are subject to change4:

Last day of dealings on AIM in, and for registrations of transfers of and disablement in CREST of, Journey Shares

6 October 2016

Latest time for withdrawals of elections in respect of the Unlisted Securities Alternative

11.00 a.m. on 6 October 2016

Latest time for lodging YELLOW Forms of Election / settlement of TTE Instructions through CREST

1.00 p.m. on 6 October 2016

Dealings in Journey Shares on AIM suspended

7.30 a.m. on 7 October 2016

Scheme Court Hearing

7 October 2016

Scheme Record Time

6.00 p.m. on 10 October 2016

Effective Date of the Scheme

11 October 2016

Cancellation of admission to trading on AIM of Journey Shares

7.00 a.m. on the Business Day following the Effective Date

Despatch of cheques and crediting of CREST accounts for Cash Consideration due under the Scheme

within 14 days of the Effective Date5

Despatch of certificates in respect of Jaguar Holdings Share Units for those Scheme Shareholders who have elected for the Unlisted Securities Alternative

within 14 days of the Effective Date5

Long-Stop Date

30 November 2016

 

Notes:

 

1. The pink Form of Proxy for the Court Meeting may, alternatively, be handed to Capita Asset Services or the Chairman of the Court Meeting before the start of the Court Meeting.  However, it is requested that, if possible, pink Forms of Proxy be lodged with Capita Asset Services at least 48 hours (excluding any part of such 48 hour period falling on a weekend or a public holiday in the UK) before the time appointed for the Court Meeting.

 

2. If either of the Meetings is adjourned, then the Voting Record Time for the relevant reconvened Meeting will be 6.30 p.m. on the date two days before the date set for the relevant reconvened Meeting.

 

3. If the Court Meeting has not been concluded or adjourned prior to the scheduled commencement of the General Meeting, the commencement of the General Meeting will be delayed until the Court Meeting has been concluded or adjourned.

 

4. These times and dates are indicative only and will depend, amongst other things, on the date upon which the Court sanctions the Scheme and the date on which the Conditions set out in Part III to the Scheme Document are satisfied or (if capable of waiver) waived. If any of the expected dates change, Journey will, unless the Panel otherwise consents, give notice of the change by issuing an announcement through a Regulatory Information Service and/or sending a further circular to Jaguar Shareholders.

 

5. The latest date for dispatch of the Cash Consideration and certificates in respect of the Jaguar Holdings Share Units is 14 days after the Effective Date.

 

 

Enquiries:

Journey Group plc

Stephen Yapp, Executive Chairman

Alison Whittenbury, Chief Financial Officer

 

Tel: +44 (0) 208 606 1300

Stockdale Securities Limited

(Financial Adviser to Journey)

Tom Griffiths

Edward Thomas

Tel: +44 (0) 207 601 6100

Nplus1 Singer Advisory LLP

(Nominated Adviser and Broker to Journey)

Nic Hellyer

Alex Price

Lauren Kettle

 

Tel: +44 (0) 207 496 3000

Jaguar Holdings Limited

Christopher Mills, Director

Tim Sturm, Director

 

Tel: +44 (0) 207 640 3200

Strand Hanson Limited

(Financial Adviser to Jaguar Holdings and Harwood Capital)

Stuart Faulkner

Matthew Chandler

James Dance

 

Tel: +44 (0) 207 409 3494

 



Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Jaguar Holdings and Harwood Capital and no-one else in connection with the Proposals and other matters described in this announcement and will not be responsible to anyone other than Jaguar Holdings and Harwood Capital for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the Proposals, the contents of this announcement or any other matter referred to herein.

Stockdale Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Journey and no-one else in connection with the Proposals and other matters described in this announcement and will not be responsible to anyone other than Journey for providing the protections afforded to clients of Stockdale Securities Limited or for providing advice in relation to the Proposals, the contents of this announcement or any other matter referred to herein.

Nplus1 Singer Advisory LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as nominated adviser and broker to Journey and no-one else in connection with the Proposals and other matters described in this announcement and will not be responsible to anyone other than Journey for providing the protections afforded to clients of Nplus1 Singer Advisory LLP or for providing advice in relation to the Proposals, the contents of this announcement 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 ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

The Offer is being made solely through the Scheme Document, which contains the full terms and conditions of the Offer, including details of how to vote in respect of the Offer.  Any vote in relation to the Offer should be made only on the basis of the information contained in the Scheme Document.  Journey Shareholders are advised to read the Scheme Document carefully.

Overseas Shareholders

The availability of the Offer, the Unlisted Securities Alternative and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions.  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. Copies of this announcement and any formal documentation relating to the Offer is 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 them in, into or from any Restricted Jurisdiction.

This announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules 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 United Kingdom.

The issue of Jaguar Holdings Share Units to holders of Scheme Shares in Restricted Jurisdictions would necessitate compliance with special requirements under the laws of the Restricted Jurisdictions. Accordingly, the Unlisted Securities Alternative is not being made available to Restricted Overseas Shareholders who shall receive cash, notwithstanding any valid election made by them for the Unlisted Securities Alternative.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of Journey 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) Journey 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 Journey 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 Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of Journey or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Journey 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) Journey 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 Journey 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 Journey and by any offeror and Dealing Disclosures must also be made by Journey, 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.

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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