NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
12 March 2021
Recommended Cash Acquisition
Calisen plc ("Calisen")
Coyote Bidco Limited ("Bidco")
(a newly formed company indirectly owned by a consortium consisting of (i) GEPIF, together with its co-investor Ninteenth; and (ii) WSIP)
Scheme becomes effective
On 11 December 2020, Bidco and Calisen announced Bidco's recommended cash offer for Calisen under Rule 2.7 of the Code (the "Acquisition"), to be implemented by way of a scheme of arrangement (the "Scheme"), subject to the terms and conditions set out in the circular relating to the Scheme dated 18 January 2021 (the "Scheme Document").
On 11 March 2021, Calisen and Bidco announced that the Court had sanctioned the Scheme.
Calisen and Bidco are pleased to announce that the Scheme has today become effective in accordance with its terms, following delivery of the Court Order to the Registrar of Companies.
Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.
Scheme Shareholders on Calisen's register of members at the Scheme Record Time, being 6.00 p.m. (London time) on 11 March 2021 will be entitled to receive 261 pence in cash for each Scheme Share held. Scheme Shareholders' consideration under the terms of the Acquisition will be settled or despatched by no later than 26 March 2021.
Cancellation of listing and trading
The listing of Calisen Shares on the premium listing segment of the Official List and the admission to trading of Calisen Shares on the London Stock Exchange's Main Market for listed securities are, in each case, expected to be cancelled with effect from 8.00 a.m. (London time) on 15 March 2021.
Director resignations and appointments
Calisen further announces that, with effect from the date of this announcement (being the Effective Date), the Calisen Non-Executive Chair (Dr Philip Nolan), the Calisen Senior Independent Non-Executive Director (Lord Jitesh Gadhia) and each of the Calisen Non-Executive Directors (Kathryn Durrant, Patrick O'Donnell Bourke, Lisa Harrington, Tara Davies, and Alberto Signori) have resigned as directors of Calisen.
GEPIF and Mubadala
Goldman Sachs International (financial adviser to Bidco)
Tel: +44 (0) 20 7774 1000
Finsbury (public relations adviser to Calisen)
Tel: +44 (0) 7818 526 556
Citi (financial adviser and corporate broker to Calisen)
Tel: +44 (0) 20 7986 4000
HSBC (financial adviser and corporate broker to Calisen)
Tel: +44 (0) 20 7991 8888
Clifford Chance LLP is acting as legal adviser to Bidco. Sullivan & Cromwell LLP is acting as legal adviser to WSIP. Freshfields Bruckhaus Deringer LLP is acting as legal adviser to Mubadala. Allen & Overy LLP is acting as legal adviser to Calisen.
Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Calisen and for no one else in connection with the Acquisition and other matters described in this announcement, and will not be responsible to anyone other than Calisen for providing the protections afforded to clients of Citi nor for providing advice in connection with the Acquisition or any other matters referred to in this announcement. Neither Citi nor any of its affiliates, directors or employees 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 Citi in connection with this announcement, any statement contained herein, the Acquisition or otherwise.
HSBC Bank plc ("HSBC"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Calisen and no one else in connection with the Acquisition and will not be responsible to anyone other than Calisen for providing the protections afforded to clients of HSBC nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in this announcement. Neither HSBC, nor any of its 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.
Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Bidco and the consortium and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Bidco and the consortium for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the matters referred to in this announcement. Neither Goldman Sachs International nor any of its subsidiaries, branches 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 Goldman Sachs International in connection with the matters referred to in this announcement.
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation 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 Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Calisen in any jurisdiction in contravention of applicable law. The Acquisition is made solely through the Scheme Document, which together with the associated forms of proxy contains the full terms and conditions of the Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document.
This announcement does not constitute a prospectus or prospectus equivalent document.
This announcement has been prepared in accordance with English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. The release, publication or distribution of this announcement in or into jurisdictions other than the UK or the United States may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK or the United States should inform themselves about, and observe, any applicable legal or regulatory requirements.
The Acquisition is subject to the applicable rules and regulations of the FCA, the London Stock Exchange and the Code.
Each Calisen Shareholder is advised to consult its independent professional adviser regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.
The availability of the Acquisition to Calisen Shareholders who are not resident in and citizens of the United Kingdom 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 who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable legal, regulatory or other requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Acquisition may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders is contained in paragraph 15 of Part Two of the Scheme Document.
Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition 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 and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition 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 vote in respect of the Acquisition.
Notice to US investors
The Acquisition relates to the shares of an English company and has been 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 proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the Acquisition was subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements, style and format of US proxy solicitation or tender offer rules.
Neither the Acquisition, nor this announcement, nor the information contained in this announcement has been approved or disapproved by the Securities and Exchange Commission (the "SEC"), any US state securities commission or any other US regulatory authority. Neither the SEC, nor any state securities commission, nor any other US regulatory authority has passed upon or determined the fairness or merits of the proposal described in, nor upon or determined the accuracy or adequacy of the information contained in, this announcement. Any representation to the contrary is a criminal offence in the US.
The financial information relating to Calisen included in, or incorporated by reference into, this announcement has been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements or information of US companies or companies where financial statements are prepared in accordance with generally accepted accounting principles in the US ("US GAAP"). US GAAP differ in certain significant respects from accounting standards used in the UK. None of the financial information in this announcement has been audited in accordance with auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board (United States).
The receipt of cash pursuant to the Acquisition by a US Calisen Shareholder as consideration pursuant to the terms of the Acquisition 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 Calisen Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him or her.
It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws since Bidco and Calisen are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders 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 a US court's judgment.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date.
Notice to shareholders in Switzerland
This announcement is not intended to constitute an offer or a solicitation to purchase or invest in Calisen Shares. Calisen Shares may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange, multilateral or organised trading facility in Switzerland. This announcement has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the listing rules of SIX or the listing rules of any other stock exchange, multilateral or organised trading facility in Switzerland. Neither this announcement nor any other offering or marketing material relating to Calisen Shares may be publicly distributed or otherwise made publicly available in Switzerland.
Neither this announcement nor any other offering or marketing material relating to the offering, Calisen or Calisen Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this announcement will not be filed with, and the Calisen Shares will not be supervised by, the Swiss Financial Market Supervisory Authority, FINMA, and neither the issuer nor the Calisen Shares have been or will be authorised under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to holders of the Calisen Shares.
This announcement does not constitute investment advice. It may only be used by those persons to whom it has been handed out in connection with the securities and may neither be copied nor directly or indirectly distributed or made available to other persons.