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 SUCH JURISDICTION
Recommended cash offer for
CIRCLE HOLDINGS plc ("CIRCLE" or the "company")
DMWSL 849 Limited ("BIDCO")
COMPULSORY ACQUISITION OF CIRCLE SHARES AND CLOSURE OF THE OFFER
16 June 2017
On 4 April 2017, Bidco published an offer document (the "Offer Document") setting out the terms and conditions of a recommended all cash offer to be made by Bidco for all of the issued and to be issued share capital of Circle not already owned, or agreed to be acquired, by Bidco (the "Offer"). On 26 April 2017, Bidco announced that the Offer was unconditional in all respects.
On 3 May 2017, Bidco announced that it was exercising its right under Part 18 of the Companies (Jersey) Law 1991 to compulsorily acquire any Circle Shares that have not been assented to the Offer, and compulsory acquisition notices were sent to the relevant Circle Shareholders on 3 May 2017.
Compulsory Acquisition and Closure of the Offer
The director of Bidco is pleased to announce that, as at today's date and pursuant to the compulsory acquisition provisions under Part 18 of the Companies (Jersey) Law 1991, Bidco has now acquired 100 per cent. of the issued share capital of Circle. The Offer is now closed and is no longer capable of acceptance.
Terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.
Whitman Howard Limited (financial adviser to Bidco)
Tel: +44(0) 207 659 1234
Maitland (media enquiries for Toscafund Asset Management LLP and Penta Capital LLP)
Tel: +44 (0) 207 379 5151
Numis (Rule 3 financial adviser, NOMAD and corporate broker to Circle)
Tel: +44 (0) 207 260 1000
Circle Holdings PLC
Michael Kirkwood (Chairman)
Paolo Pieri (Chief Executive Officer)
Tel: +44 (0) 207 034 5258
This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an 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 is made solely by means of the Offer Document and, in respect of Circle Shares held in certificated form, the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents.
This announcement does not constitute a prospectus or prospectus equivalent document.
Important notices relating to financial advisers
Whitman Howard Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Bidco and Tosca Penta and for 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 referred to in this announcement and will not be responsible to anyone other than Bidco and Tosca Penta for providing the protections afforded to clients of Whitman Howard Limited, nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this announcement.
Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Circle and for 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 referred to in this announcement and will not be responsible to anyone other than Circle for providing the protections afforded to clients of Numis, nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this announcement.
This announcement is not an offer of securities for sale in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer is unlawful.
The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom or Jersey may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or Jersey should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.
In particular, 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 them in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, 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.
The receipt of cash pursuant to the Offer by Circle Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Circle Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Offer.
This announcement has been prepared for the purpose of complying with English law and Jersey law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England or Jersey.
Notice to US investors
The Offer is being made for securities in a company incorporated under the laws of Jersey and Circle Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been, or will be, prepared in accordance with the Code and UK and Jersey disclosure requirements, format and style, all of which differ from those in the United States. All financial information that is included in this announcement or that may be included or referred to in the Offer Document or any other documents relating to the Offer, has been, or will be, prepared in accordance with International Financial Reporting Standards adopted by the European Union and therefore may not be comparable to financial statements of US companies or companies whose financial statements are prepared in accordance with US GAAP.
The Offer, if required to be made, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the Code, the Panel and the London Stock Exchange. 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 under US domestic tender offer procedures and law. In the United States, the Offer will be made solely by Bidco and not by its financial adviser.
Circle is a company incorporated under the laws of Jersey and Bidco is a company incorporated under the laws of England and Wales. All of the assets of the Circle Group and the Bidco Group are located outside of the United States. As a result, it may not be possible for Circle Shareholders in the United States to effect service of process within the United States upon any member of the Circle Group or any member of the Bidco Group or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue any member of the Circle Group or any member of the Bidco Group or their respective officers or directors in a non-US court for violations of the US securities laws. There is also a substantial doubt as to enforceability in the United Kingdom or in Jersey in original actions, or in actions for the enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws.
Cautionary note regarding forward-looking statements
This announcement, including the information included in this announcement, contains certain forward-looking statements. These statements are based on the current expectations of Bidco, Toscafund, Penta and/or Circle (as the case may be) and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may include statements about the expected effects on Bidco and/or Toscafund and/or Penta and/or Circle of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in this announcement other than historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "budget", "schedule", "forecast", "project", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "subject to", or other words of similar meaning. By their nature, forward-looking statements involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results, outcomes and developments to differ materially from those expressed in or implied by such forward-looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, none of Bidco, Toscafund, Penta or Circle can give any assurance, representation or guarantee that such expectations will prove to have been correct and such forward-looking statements should be construed in light of such factors and you are therefore cautioned not to place reliance on these forward-looking statements which speak only as at the date of this announcement. None of Bidco, Toscafund, Penta or Circle assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulations.
No profit forecasts or estimates
Nothing in this announcement is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance of Circle or Bidco or Toscafund or Penta and no statement in this announcement should be interpreted to mean that earnings or earnings per share of those entities (where relevant) for the current or future financial periods would necessarily match or exceed the historical published earnings or earnings per share of those entities (where relevant).
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 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 Offer Period Commencement Date 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 Offer Period Commencement Date 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 Code, any person who is, or becomes, interested in one per cent. 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, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a 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.
Purchases outside the Offer
Bidco or its nominees or brokers (acting as agents) may purchase Circle Shares otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Such purchases shall comply with the Code, the AIM Rules and the rules of the London Stock Exchange.
Publication on websites
A copy of this announcement and the other documents required to be published pursuant to Rule 26 of the Code in connection with the Offer will, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, be available by no later than 12.00 noon on 5 April 2017 and free of charge for inspection on Toscafund's website at www.toscafund.com, on Penta's website at www.pentacapital.com and on Circle's website at www.circleholdingsplc.com during the Offer Period. The contents of any website referred to in this announcement are not incorporated into, and do not form part of, this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled may request a copy of this announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form. 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 from Nick Lovering or Francis North at Whitman Howard Limited during business hours on Tel: +44 (0) 207 659 1234 or by submitting a request in writing to either of them at Whitman Howard Limited, First Floor, Connaught House, 1-3 Mount Street, London W1K 3NB.
Information relating to Circle Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Circle Shareholders, persons with information rights and other relevant persons for the receipt of communications from Circle may be provided to Bidco, Toscafund and Penta during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Certain figures included in this announcement have been subject to rounding adjustments.
All times shown in this announcement are London times, unless otherwise stated.
This information is provided by RNS