NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
KHP Strategic 2 LP
27 September 2016
For immediate release
RECOMMENDED CASH OFFER
PRIVATE EQUITY INVESTOR PLC ("PEI")
KHP STRATEGIC 2 LP ("KHP")
Offer unconditional in all respects, notice of delisting and cancellation of trading
On 11 August 2016, KHP and PEI announced that they had reached agreement on the terms of a recommended cash offer pursuant to which KHP would acquire the entire issued and to be issued ordinary share capital of PEI (the "Offer"). An offer document containing the full terms and conditions of the Offer and the procedures for its acceptance (the "Offer Document") was published and sent to PEI Shareholders on 26 August 2016.
Capitalised terms used but not defined in this announcement have the meanings set out in the Offer Document.
Level of acceptances
As at 1.00 p.m. (London time) on 26 September 2016, KHP had received valid acceptances of the Offer in respect of 11,375,961 PEI Shares, representing approximately 95.23 per cent. of the existing issued share capital of PEI and of the voting rights attaching to those shares.
This total includes acceptances received in respect of 9,146,210 PEI Shares, representing approximately 76.57 per cent. of the existing issued share capital of PEI, which were subject to irrevocable undertakings procured by KHP. KHP has no outstanding irrevocable undertakings.
Please note that the update to irrevocable undertakings announcement dated 11 August 2016 (the "Update Announcement") and the Offer Document included, in each case, typographical errors relating to the irrevocable undertakings given by Miton Asset Management Limited, acting in its capacity as asset manager for Miton Global Opportunities PLC and CF Miton Worldwide Opportunities Fund ("Miton"). Miton was described in the Update Announcement as having given an irrevocable undertaking in respect of 441,103 PEI shares rather than the correct figure of 441,403 meaning that: (i) the aggregate number of PEI shares subject to irrevocable undertakings given by the PEI Shareholders set out in the Update Announcement was expressed to be 9,145,960 rather than the correct figure of 9,146,210 (please note that this figure also contained a typographical error relating to the irrevocable undertaking given by Peter Dicks clarified in the Offer Document) (ii) the aggregate number of PEI Shares subject to irrevocable undertakings given by the PEI Shareholders set out in the Offer Document was expressed to be 9,145,910 rather than the correct figure of 9,146,210 PEI Shares.
None of the acceptances of the Offer received have been from persons acting in concert with KHP.
Accordingly, as at 1.00 p.m. (London time) on 26 September 2016, KHP had received valid acceptances of the Offer in respect of 11,375,961 PEI Shares, representing approximately 95.23 per cent. of the issued share capital of PEI, which KHP may count towards the satisfaction of the acceptance condition (as defined in the Offer Document) of the Offer.
The percentage holdings of PEI Shares referred to in this announcement are based on there being a total of 11,945,519 PEI Shares in issue on 26 September 2016.
Offer unconditional as to acceptances
In accordance with the level of acceptances set out above, the Offer has become unconditional as to acceptances.
Offer unconditional in all respects
As all the conditions of the Offer have now been satisfied or waived, KHP is delighted to declare the Offer unconditional in all respects.
Settlement of the consideration due under the Offer is expected to be despatched on or before 10 October 2016 to those PEI Shareholders who have validly accepted the Offer on or before 1.00 p.m. (London time) on 26 September 2016. Thereafter, consideration will be despatched to PEI Shareholders who validly accept the Offer within 14 days of receipt of an acceptance valid in all respects.
As anticipated in the Offer Document, as KHP has now received acceptances under the Offer in respect of, and/or otherwise acquired, 90 per cent. or more by nominal value and 90 per cent. or more of the voting rights attaching to the PEI Shares to which the Offer relates, KHP intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to compulsorily acquire, on the same terms as the Offer, the remaining PEI Shares in respect of which the Offer has not been accepted. Notices will be sent to non-accepting PEI Shareholders informing them of the compulsory acquisition of their PEI Shares by KHP.
Delisting and cancellation of trading and re-registration
Notice is given that, as the Offer has now been declared unconditional in all respects and KHP has, by virtue of acceptances of the Offer, acquired PEI Shares carrying 75 per cent. or more of the voting rights of PEI, KHP will now procure the making of an application to the FCA to remove the listing of the PEI Shares from the Official List and to the London Stock Exchange to cancel trading in PEI Shares on the London Stock Exchange's market for listed securities. In connection with the removal of PEI's listing on the Official List and cancellation of admission to trading on the London Stock Exchange's market for listed securities, KHP intends that PEI will withdraw the PEI Shares from CREST.
Delisting and cancellation of trading will significantly reduce the liquidity and marketability of any PEI Shares not acquired under the Offer at that time.
It is anticipated that the removal of PEI's listing on the Official List and cancellation of admission to trading on the London Stock Exchange's market for listed securities will take effect no earlier than 8 a.m. on 25 October 2016, being 20 Business Days after the date of this announcement.
It is KHP's intention that, following such delisting and cancellation of trading, PEI will be re-registered as a private limited company under the relevant provisions of the Companies Act 2006.
Extension and further acceptance of the Offer
The Offer will remain open for acceptances until 1.00 p.m. (London time) on 11 October 2016, when it will close.
PEI Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.
To accept the Offer in respect of PEI Shares held in certificated form (that is, not in CREST), PEI Shareholders should complete the Form of Acceptance in accordance with the instructions printed on it and return it (together with valid share certificates in respect of those PEI Shares in certificated form) by post or (during normal business hours only) by hand or using the enclosed reply-paid envelope (for use in the UK only) to the Receiving Agent, Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, so as to be received by the Receiving Agent by no later than 1.00 p.m. (London time) on 11 October 2016.
To accept the Offer in respect of PEI Shares held in uncertificated form (that is, in CREST), PEI Shareholders must make their acceptance electronically in CREST in accordance with the procedure set out in paragraph 12 of the letter in Part II of the Offer Document, so that the TTE instruction settles as soon as possible and, in any event, no later than 1.00 p.m. (London time) on 11 October 2016. PEI Shareholders who are CREST sponsored members should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE Instruction(s) to CREST.
Michael Bego Tel: +1 203 340 2463
Compass Partners Advisers (Financial Adviser to Kline Hill)
Jai Singh Tel: (0) 20 7245 7100
Important notices relating to financial advisers
Compass Advisers Limited, trading as Compass Partners Advisers Limited ("Compass Partners Advisers"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Kline Hill in relation to the Offer and no-one else and will not be responsible to anyone other than KHP for providing the protections afforded to clients of Compass Partners Advisers or for providing advice in relation to the Offer or the contents of this announcement or any transaction or arrangement referred to in this announcement. Compass Partners Advisers does not accept any responsibility whatsoever to any person other than Kline Hill for the contents of this announcement or for any statement made or purported to be made by it or on its behalf in connection with the Offer. Compass Partners Advisers accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Offer or otherwise. Any acceptance or other response to the Offer should be made only on the basis of information contained in the Offer Document, which contains the full terms and conditions of the Offer, including how the Offer may be accepted. PEI Shareholders are advised to read the formal documentation in relation to the Offer carefully.
The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or email) of interstate or foreign commerce of, or by any facility of a national securities exchange of, and nor is it capable of acceptance in or from any jurisdiction if to do so would constitute a violation of the laws of such jurisdiction. Accordingly, neither the Offer Document nor the accompanying Form of Acceptance is being nor may be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from any such jurisdictions. Persons receiving such documents (including custodians, nominees and trustees) should observe these restrictions as failure to do so may invalidate any purported acceptance of the Offer.
The availability of the Offer to PEI Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. PEI Shareholders who are not so resident should inform themselves of, and observe, any applicable legal or regulatory requirements in their jurisdiction.
Further information for Overseas Shareholders is set out in paragraph 5 of Part B of Appendix I to the Offer Document. Any person (including, without limitation, any nominee, trustee or custodian) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward the Offer Document to any jurisdiction outside the United Kingdom should read that paragraph before taking any action.
The availability of the Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Persons who are subject to the laws of any jurisdiction other than the United Kingdom should obtain advice and observe any applicable requirements.
It is important for US holders of PEI Shares to be aware that the Offer is subject to disclosure and takeover laws and regulations that are different from those in the United States.
The Offer is being made for securities of a United Kingdom company and holders of PEI Shares in the United States should be aware that the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Code and United Kingdom disclosure requirements, format and style, all of which differ from those in the United States. PEI's financial statements, and all financial information that is included in or incorporated by reference into the Offer Document, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.
The Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the United States Securities Exchange Act of 1934, as amended (the "US Exchange Act") as a "Tier II" tender offer, and otherwise in accordance with the requirements of the tender offer rules and securities laws applicable to companies incorporated in England and Wales whose shares are traded on the main market of the London Stock Exchange, namely in accordance with the requirements of the Code, and otherwise in accordance with the Listing Rules. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable to tender offers made in accordance with United States procedures and law.
US investors should closely read paragraph 11 of Part II as well as Part B of Appendix I of the Offer Document, for further details. In particular, US investors should note that now the Offer has been declared unconditional in all respects, KHP will accept all PEI Shares that have been validly tendered in acceptance of the Offer and will, in accordance with the Code, settle the relevant consideration for all such accepted PEI Shares within 14 calendar days of such date, rather than the three trading days that US investors may be accustomed to in US domestic tender offers.
Pursuant to an exemption from Rule 14e-5 under the US Exchange Act, in accordance with the Code and normal UK market practice, KHP and certain of its representatives may, from time to time, purchase or make arrangement to purchase PEI Shares outside the Offer until the expiration of the acceptance period of the Offer, including purchases in the open market at prevailing prices or in private transactions at negotiated prices, in each case outside the United States and to the extent permitted under applicable United Kingdom laws and regulations, the Code, the Listing Rules and the applicable rules of the London Stock Exchange. Any such purchases will not be made at prices higher than the price of the Offer provided in the Offer Document unless the price of the Offer is increased accordingly. Any future purchases will be made in accordance with applicable laws, rules and regulations. Any such purchases will be disclosed through a Regulatory Information Service to the extent required by the Code and the UK Listing Authority's Disclosure and Transparency Rules (as applicable) and, if so disclosed, will also be disclosed in the United States and will be available on the London Stock Exchange website at www.londonstockexchange.com.
It may be difficult for US holders of PEI Shares to enforce their rights or to bring a claim arising out of the United States federal securities laws because KHP and PEI are located in non-US jurisdictions and all of the officers and directors of PEI are residents of non-US jurisdictions. US holders of PEI Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the judgment of a US court.
The receipt of cash pursuant to the Offer by a US holder of PEI Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US shareholder of PEI is urged to consult with his, her or its independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such holder's acceptance of the Offer.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY UNITED STATES STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE OFFER, PASSED COMMENT UPON THE FAIRNESS OR MERITS OF THE OFFER OR DETERMINED WHETHER THE OFFER IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company must make an Opening Position Disclosure following the commencement of the offer period. 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 the offeree company. An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code 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. 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% 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. 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 the offeree company, save to the extent that these details have previously been disclosed under Rule 8 of the Code. 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 paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree company and, if relevant, the offeror and Dealing Disclosures must also be made by the offeree company, and if relevant, the offeror, and, if relevant, by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).
Details 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Cautionary note regarding forward-looking statements
The Offer Document contains certain forward-looking statements with respect to the financial condition, results of operations and business strategy and certain plans and objectives of PEI and/or KHP.
These forward looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the PEI Board and the KHP Members in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in the Offer Document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.
Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the Offer Document. PEI and KHP assume no obligation to update or correct the information contained in the Offer Document, whether as a result of new information, future events or otherwise, except to the extent legally required.
The statements contained in the Offer Document are made as at the date of the Offer Document, unless some other time is specified in relation to them, and service of the Offer Document shall not give rise to any implication that there has been no change in the facts set out in the Offer Document since such date. Nothing contained in the Offer Document shall be deemed to be a forecast, projection or estimate of the future financial performance of PEI or KHP, except where expressly stated.
Publication on website
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on each of PEI's and KHP's websites at www.peiplc.com and www.khpstrategic2.com respectively on the Business Day following the publication of this announcement. For the avoidance of doubt, the contents of those websites are not incorporated by reference into, and do not form part of, this announcement.
This information is provided by RNS