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 OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
RECOMMENDED FINAL* CASH OFFERS
Zenith Hygiene Group plc ("Zenith")
BCPE Diamond UK Holdco Limited ("Bidco")
16 April 2018
On 19 March 2018, the UK Competition and Markets Authority confirmed that it had given unconditional clearance of Bidco's proposed recommended final* cash offers for the entire issued and to be issued share capital of Zenith (the "Final Offers"). The full terms and conditions of the Final Offers and the procedures for acceptance were set out in the offer document published by Bidco on 21 March 2018 (the "Offer Document").
On 27 March 2018, Bidco announced that the A Share Offer had become unconditional as to acceptances and that the drag notice had been served in accordance with the Articles. On the following day, Bidco announced that the C Share Offer had also become unconditional as to acceptances.
Any capitalised terms used, but not defined in this announcement, shall have the respective meanings given to them in the Offer Document. All times referred to in this announcement are London times.
* Bidco confirms that the Final Offers will be final and the Total Consideration will not be increased, except that Bidco reserves the right to increase the amount of the Total Consideration if there is an announcement on or after the date of our announcement of 9 October 2017 (the "Rule 2.7 Announcement") of an offer or a possible offer for Zenith by a third party offeror or potential offeror.
Final Offers Declared Wholly Unconditional
As at 10:57 a.m. on 13 April 2018, Bidco has received valid acceptances of the A Share Offer in respect of a total of 101,848,742 A Shares, representing approximately 99.83 per cent. of the existing issued A Shares and valid acceptances of the C Share Offer in respect of 22,895,286 C Shares, representing 100 per cent. of the existing issued C Shares.
Bidco confirms that all remaining conditions to the Final Offers have been satisfied or waived and that accordingly, the Final Offers are today declared wholly unconditional in all respects.
As previously announced, the Final Offers will remain open for acceptances until further notice. All other terms and conditions as outlined in the Offer Document still apply.
The percentages of Zenith Shares referred to in this announcement are based upon the 102,019,742 A Shares and the 22,895,286 C Shares in issue at 10:57 a.m. on 13 April 2018 (being the latest practicable date and time prior to the publication of this announcement).
Settlement and compulsory acquisition of Zenith Shares
Payment of the Base Consideration to which any Zenith Shareholder is entitled who has validly accepted the Final Offers by 1 p.m. on 16 April 2018, will be effected within 14 calendar days of the date hereof.
The Base Consideration for the A Shares held by the A Shareholders who have not validly accepted the A Share Offer by 1 p.m. on 16 April 2018 (the "Dissenting Shareholders") will be compulsorily transferred to, and held on trust on their behalf by, Computershare, in accordance with the drag-along notice that was served by publication on the Zenith website (www.zhgplc.com) on 27 March 2018 (the "Notice").
Any Dissenting Shareholder who wishes to receive the consideration due to it under the A Share Offer, should make a written application to Computershare for such consideration to be paid, together with and supported by its share certificate(s) and/or other document(s) of title or a suitable form of statutory declaration of loss, in accordance with the Notice. Such Dissenting Shareholder should also inform Computershare of the address at which it wishes to receive payment of the consideration due to them.
Computershare shall then arrange for payment of the Base Consideration as soon as practicable after receipt of such written application and valid supporting documentation.
If you are a Dissenting Shareholder and have any queries in connection with the Notice or the documents you need to provide to receive the consideration due to you, please call Computershare between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (except UK public holidays) on 0370 707 1301 (from within the UK) or +44 (0)370 707 1301 (from outside the UK).
Rothschild (Sole Financial Adviser to Bain Capital and Bidco)
Stephen Griffiths/Amy Wells
+44 (0) 113 200 1900
Cavendish (Joint Financial Adviser to Zenith)
Michael Jewell/Jon Edirmanasinghe
+44 (0) 207 908 6000
Shore Capital (Joint Financial Adviser to Zenith)
Stephane Auton/Patrick Castle
+44 (0) 207 408 4090
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer, 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 Final Offers or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Final Offers are made pursuant to the Offer Document, which contains further information about the Final Offers.
The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe any applicable requirements.
In particular, the ability of persons who are not resident in the UK to participate in the Final Offers may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law and the City 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 the UK.
The Final Offers are subject to the applicable requirements of the City Code and the Panel. The Final Offers are not being 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 Final Offers are not capable of acceptance by any such use, means, instrumentality or facilities.
Accordingly, copies of this announcement and all documents relating to the Final Offers 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.
The receipt of cash pursuant to the Final Offers by Overseas Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Overseas Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Final Offers.
Further details in relation to Overseas Shareholders is included in the Offer Document.
Additional information for US investors
The Transaction relates to the shares of a company incorporated in England and Wales and is being made in accordance with the City Code and under English company law. Accordingly, the Transaction is subject to the disclosure requirements and practices applicable in the UK to takeover offers which differ from the disclosure requirements, style and format of US tender offer and proxy solicitation rules.
Neither the US Securities and Exchange Commission nor any securities commission of any state of the United States has approved the Transaction, passed upon the fairness of the Transaction or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.
In accordance with normal UK practice, Bain Capital, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Zenith Shares outside of the US, other than pursuant to the Final Offers, at any time prior to completion of the Final Offers. If such purchases or arrangements to purchase were to be made, they would be made outside the US and would comply with applicable law, including the US Exchange Act. These purchases may occur in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK.
Rothschild, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Bain Capital and Bidco and no one else in connection with the Final Offers. In connection with such matters, Rothschild, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections offered to their clients or for providing advice in relation to the Final Offers, the contents of this announcement or any other matter referred to herein.
Shore Capital, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Zenith and no one else in connection with the Final Offers. In connection with such matters, Shore Capital, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections offered to their clients or for providing advice in relation to the Final Offers, the contents of this announcement or any other matter referred to herein.
Cavendish, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Zenith and its majority shareholders and no one else in connection with the Final Offers. In connection with such matters, Cavendish, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections offered to their clients or for providing advice in relation to the Final Offers, the contents of this announcement or any other matter referred to herein.
Publication on website and availability of hard copies
This announcement is available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Zenith's website at www.zhgplc.com.
Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.
Save for the Rule 2.7 Announcement and this announcement, the Executive has granted Zenith and Bidco a dispensation from the requirements under the City Code that announcements must be published via a Regulatory Information Service ("RIS"). Bidco and Zenith are required to publish all announcements on Zenith's website at www.zhgplc.com.
You may request a hard copy of this announcement by contacting Zenith's company secretary Alison Pettitt, on +44 (0) 1707 255 075. You may also request that all future documents, announcements and information to be sent to you in relation to the Final Offers should be in hard copy form.
This information is provided by RNS