TIDMBQE
RNS Number : 0246J
Bioquell PLC
30 November 2018
For immediate release
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
30 November 2018
RECOMMED CASH OFFER
for
Bioquell plc ("Bioquell" or the "Company")
by
Ecolab U.S. 2 Inc. ("Ecolab Offeror"), a wholly-owned subsidiary
of Ecolab Inc. ("Ecolab")
to be effected by way of scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
-- The boards of Ecolab and Bioquell are pleased to announce
that they have reached agreement on the terms of a recommended cash
offer to be made by Ecolab Offeror for the entire issued and to be
issued ordinary share capital of Bioquell (the "Offer"). The Offer
is to be effected by means of a Court--sanctioned scheme of
arrangement under Part 26 of the Companies Act.
-- Under the terms of the Offer, Bioquell Shareholders shall be entitled to receive:
for each Scheme Share : 590 pence in cash.
-- The Offer values the entire issued and to be issued ordinary
share capital of Bioquell at approximately GBP140.51 million and
represents:
o a premium of approximately 40.48 per cent. to the Closing
Price of 420 pence per Bioquell Share on 29 November 2018 (being
the last Business Day before the commencement of the Offer
Period);
o a premium of approximately 23.12 per cent. to the 3 month
volume weighted average Closing Price per Bioquell Share of 479.20
pence for the 3 month period ended 29 November 2018 (being the last
Business Day prior to the commencement of the Offer Period);
and
o a premium of approximately 33.01 per cent. to the 6 month
volume weighted average Closing Price per Bioquell Share of 443.58
pence for the 6 month period ended 29 November 2018 (being the last
Business Day prior to the commencement of the Offer Period).
-- If any dividend or other distribution or return of capital is
proposed, authorised, declared, made, paid or becomes payable by
Bioquell in respect of the Ordinary Shares on or after the date of
this announcement, Ecolab Offeror will have the right to reduce the
value of the consideration payable for each Ordinary Share by up to
the amount per Ordinary Share of such dividend, distribution or
return of capital.
Information on Ecolab
-- Ecolab is a US publicly traded company (NYSE: ECL) with a
current market capitalisation of over $40 billion.
-- Ecolab is a global leader in water, hygiene and energy
technologies and services that protect people and vital resources.
With annual sales of approximately $14 billion (2017 financial
year) and 48,000 associates, Ecolab delivers comprehensive
solutions and on-site services to promote safe food, maintain clean
environments, optimise water and energy use and improve operational
efficiencies for customers in food, healthcare, life sciences,
hospitality, energy and industrial markets in more than 170
countries around the world.
-- Ecolab Offeror is a wholly-owned subsidiary of Ecolab.
Reasons for the Offer
-- Ecolab is committed to building its global Life Sciences and Healthcare businesses with new market-leading products and top talent. In that context, Ecolab believes the Company will be an attractive extension of its value proposition to its customers, business model, global footprint and target areas for growth and investment. Ecolab's mission is to make pharmaceutical and healthcare facilities cleaner, safer and healthier for patients and workers by combining innovative products with leading sales and service teams to deliver measurable improvements in operational efficiencies for its customers.
-- The Company offers a unique opportunity to broaden Ecolab's
portfolio of products, services and solutions to pursue these
objectives. In particular, Ecolab believes that Bioquell's
expertise in bio-decontamination and deep-cleaning complements
Ecolab's daily cleaning and disinfection offerings for cleanrooms
and other high-grade environments. Ecolab believes that the
acquisition will allow Ecolab to better meet the needs of its life
sciences and healthcare customers.
Information on Bioquell
-- Incorporated on 2 June 1925, the Bioquell Group is a provider
of specialist hydrogen peroxide vapour bio-decontamination
equipment, modular isolators and associated services for the life
sciences and healthcare sectors.
-- In its latest full financial year to 31 December 2017, the
Bioquell Group achieved total revenue of GBP29.2 million (2016:
GBP26.5 million) and profit before tax of GBP3.3 million (2016:
GBP0.1 million). As at 31 December 2017, total assets were GBP34.8
million (2016: GBP30.7 million) with net assets of GBP26.8 million
(2016: GBP23.8 million) and net cash of GBP14.6 million (2016:
GBP8.8 million).
Recommendation
-- The Bioquell Directors, who have been so advised by N+1
Singer on the financial terms of the Offer, consider the terms of
the Offer to be fair and reasonable. In providing advice to the
Bioquell Directors, N+1 Singer has taken into account the
commercial assessments of the Bioquell Directors.
-- Accordingly, the Bioquell Directors intend to recommend
unanimously that Bioquell Shareholders vote in favour of the Scheme
at the Court Meeting and the resolutions to be proposed at the
General Meeting as all Bioquell Directors holding Ordinary Shares
have irrevocably undertaken to do so in respect of their own
Ordinary Shares (or those beneficially held), being a total of
646,229 Ordinary Shares (representing, in aggregate, approximately
2.89 per cent. of the ordinary share capital of Bioquell in issue
on 29 November 2018 (being the latest practicable date prior to
this announcement)).
Irrevocable Undertakings and letter of intent
-- Ecolab Offeror has received irrevocable undertakings from
entities connected with Harwood Capital LLP, whose principal
Christopher Mills is a non-executive director of Bioquell, to vote
in favour of the Scheme at the Court Meeting and the resolutions to
be proposed at the General Meeting in respect of its entire
aggregate beneficial holding of 6,305,000 Ordinary Shares
(representing, in aggregate, approximately 28.21 per cent. of the
ordinary share capital of Bioquell in issue on 29 November 2018
(being the latest practicable date prior to this
announcement)).
-- Ecolab Offeror has received irrevocable undertakings from all
the other Bioquell Directors who are shareholders in Bioquell
(excluding Christopher Mills - whose irrevocables are detailed
above) to vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting in respect of
their 646,229 Ordinary Shares (representing, in aggregate,
approximately 2.89 per cent. of the ordinary share capital of
Bioquell in issue on 29 November 2018 (being the latest practicable
date prior to this announcement)).
-- Ecolab Offeror has also received irrevocable undertakings
from certain other Bioquell Shareholders to vote in favour of the
Scheme at the Court Meeting and the resolutions to be proposed at
the General Meeting in respect of 2,965,637 Ordinary Shares
(representing, in aggregate, approximately 13.27 per cent. of the
ordinary share capital of Bioquell in issue on 29 November 2018
(being the latest practicable date prior to this
announcement)).
-- In addition, Ecolab Offeror has received a letter of intent
from Liontrust Asset Management to vote in favour of the Scheme at
the Court Meeting and the resolutions to be proposed at the General
Meeting in respect of 2,399,300 Ordinary Shares (representing
approximately 10.73 per cent. of the ordinary share capital of
Bioquell in issue on 29 November 2018 (being the latest practicable
date prior to this announcement)).
-- Ecolab Offeror has therefore received irrevocable
undertakings or a letter of intent in respect of 12,316,166
Ordinary Shares (representing, in aggregate, approximately 55.10
per cent. of the ordinary share capital of Bioquell in issue on 29
November 2018 (being the latest practicable date prior to this
announcement)).
-- Further details of these irrevocable undertakings and the
letter of intent are set out in Appendix III to this announcement,
including the circumstances in which they cease to be binding.
Structure of the Offer
-- The consideration payable under the Offer will be financed
using existing cash resources of the Ecolab Group.
-- The Offer will be put to Bioquell Shareholders at the Court
Meeting and at the General Meeting. In order to become effective,
the Scheme must be approved by a majority in number of the Scheme
Shareholders voting at the Court Meeting, either in person or by
proxy, representing at least 75 per cent. in value of the Scheme
Shares voted. In addition, a special resolution implementing the
Scheme must be passed by Bioquell Shareholders representing at
least 75 per cent. of votes cast at the General Meeting.
-- The Scheme Document, containing further information about the
Offer and notices of the Court Meeting and the General Meeting and
the Forms of Proxy, shall be published as soon as practicable and,
in any event, within 28 days of the date of this announcement,
unless Ecolab Offeror and Bioquell otherwise agree, and the Panel
consents, to a later date.
Advisors
-- N+1 Singer is acting as joint financial adviser, financial
adviser for the purposes of Rule 3 of the Takeover Code and broker
to Bioquell. BGL is acting as joint financial adviser to Bioquell.
Bircham Dyson Bell LLP is acting as legal adviser to Bioquell.
-- EY has been engaged by Ecolab and Ecolab Offeror to make the
cash confirmation statement set out in paragraph 13 and to be set
out in the Scheme Document. DLA Piper UK LLP is acting as legal
adviser to Ecolab and Ecolab Offeror.
Commenting on the Offer, Elizabeth Simermeyer, Executive Vice
President, Life Sciences, of Ecolab said:
"Bioquell's bio-decontamination solutions complement Ecolab's
daily cleaning and disinfection offerings for cleanrooms and other
areas that require an aseptic environment. With Bioquell's suite of
solutions and services, Ecolab will offer one of the most
comprehensive portfolios of cleaning and decontamination solutions
for pharmaceutical and health care environments."
Commenting on the Offer, Ian Johnson, Executive Chairman of
Bioquell, said:
"Bioquell is a leading provider of risk reduction solutions for
pharmaceutical, life science and healthcare markets. The Company's
proprietary bio-decontamination equipment and services are regarded
as the gold standard for surface and airborne disinfection,
guaranteeing the highest efficacy Bioquell also offers unique
modular isolators for pharmaceutical production, drug compounding
and life science research.
As part of Ecolab, Bioquell will be able to drive faster
strategic growth in both life sciences and healthcare markets
leveraging Ecolab's extensive global footprint.
The Bioquell Directors believe the strategic fit is extremely
strong and that the combination offers employees and customers a
highly desirable opportunity to continue Bioquell's successful
tradition.
Ecolab's offer provides Bioquell Shareholders with a certain
cash exit at a premium to the price at which the Company's shares
have traded recently and is supported by Bioquell Shareholders
representing, in aggregate, approximately 55.10 per cent. of the
existing issued ordinary share capital of Bioquell. Accordingly the
Bioquell Directors unanimously recommend that Bioquell Shareholders
vote in favour of Scheme."
This summary should be read in conjunction with the full text of
this announcement and its appendices. The Offer shall be subject to
the Conditions and further terms that are set out in Appendix I to
this announcement and to the full terms and conditions which shall
be set out in the Scheme Document. Appendix II to this announcement
contains the sources of information and bases of calculations of
certain information set out in this announcement. Appendix III to
this announcement contains further details of the irrevocable
undertakings and the letter of intent. Appendix IV to this
announcement contains definitions of certain terms used in this
summary and in this announcement. The appendices form part of this
announcement.
Enquiries:
Ecolab Inc. Tel: +1 (651) 250
2809
Mike Monahan, Senior Vice President -
External Relations
Bioquell plc Tel: 01264 835900
Ian Johnson, Executive Chairman
Michael Roller, Group Finance Director
Nplus1 Singer Advisory LLP, Joint Financial Tel: 0203 205 7500
Adviser, Financial Adviser for the purposes
of Rule 3 of the Takeover Code and broker
to Bioquell
Mark Taylor
James White
George Tzimas
Brown, Gibbons, Lang & Company Securities, Tel: +1 (312) 658
Inc., Joint Financial Adviser to Bioquell 1600
John Riddle
Kyle Brown
IMPORTANT NOTICES
N+1 Singer, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively for Bioquell and
no one else in connection with the matters set out in this
announcement. In connection with such matters, N+1 Singer will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to clients of N+1 Singer or for providing advice in
relation to any matter referred to herein.
Neither N+1 Singer nor any of its subsidiaries, affiliates or
branches owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client in connection with this announcement, any statement
contained herein or otherwise.
BGL, which is a registered broker dealer with the Securities and
Exchange Commission, the Financial Industry Regulatory Authority,
the State of Ohio Division of Securities and the Illinois
Securities Department in the US, is acting as financial adviser to
Bioquell in connection with the matters set out in this
announcement.
Neither BGL nor any of its subsidiaries, affiliates or branches
owes or accepts any duty, liability or responsibility whatsoever
(whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
in connection with this announcement, any statement contained
herein or otherwise.
EY, which is authorised and regulated in the United Kingdom by
the FCA, has been appointed by Ecolab and Ecolab Offeror to provide
the cash confirmation statement in connection with the Offer and
will not be acting for any other person or otherwise be responsible
to any other person for providing the protections afforded to
customers of EY. EY accordingly disclaims to the fullest extent
permissible by law all and any liability to any person who is not a
client of EY whether in tort, contract or otherwise.
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 in any jurisdiction pursuant to the Offer or
otherwise. The Offer will be made solely through the Scheme
Document and the accompanying Forms of Proxy (or by any other
document by which the Offer is made), which will together contain
the full terms and conditions of the Offer, including details of
how to vote in favour of or accept the Offer. Any decision in
respect of, or other response to, the Offer should be made only on
the basis of the information contained in the Scheme Document or
any document by which the Offer is made.
Overseas Shareholders
The availability of the Offer to Overseas Shareholders and the
distribution of this announcement in, into or from jurisdictions
other than the United Kingdom may be restricted by law. Persons who
are not resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable restrictions.
The Offer relates to shares of a United Kingdom company and is
proposed to be 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 Exchange Act. Accordingly, the
Scheme is subject to the disclosure requirements, rules and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of the US proxy
solicitation and tender offer rules and the laws of other
jurisdictions outside the United Kingdom.
Ecolab Offeror reserves the right to elect, with the consent of
the Panel, to implement the Offer by way of a Takeover Offer. In
such event, the Takeover Offer will be made in compliance with all
applicable laws and regulations, including the United States tender
offer rules, to the extent applicable. Such Takeover Offer would be
made in the United States by Ecolab Offeror and no one else. In
addition to such Takeover Offer, Ecolab Offeror, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, Ordinary Shares
outside such Takeover Offer during the period in which such
Takeover Offer would remain open for acceptance. If such purchases
or arrangements to purchase were to be made, they would be made
outside the United States and would comply with applicable law,
including the US Exchange Act.
Unless otherwise determined by Ecolab Offeror or required by the
Takeover Code, and permitted by applicable law and regulation, the
Offer shall 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 form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, any person (including without limitation, nominees,
trustees and custodians) who would, or otherwise intends to,
forward this announcement, the Scheme Document or any accompanying
document to any jurisdiction outside the United Kingdom should
refrain from doing so and seek appropriate professional advice
before taking any action. If any Overseas Shareholder remains in
any doubt, it should consult an appropriate independent
professional adviser in its relevant jurisdiction without delay. In
particular, the ability of persons who are not resident in the
United Kingdom to vote their Scheme Shares at the Court Meeting or
their Ordinary Shares at the General Meeting or to execute and
deliver Forms of Proxy appointing another to vote their Scheme
Shares in respect of the Court Meeting or their Ordinary Shares in
respect of the General Meeting on their behalf, may be affected by
the laws of the relevant jurisdiction in which they are
located.
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.
This announcement has been prepared for the purposes of
complying with the law of England and Wales and the Takeover 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 and
Wales.
This announcement 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 pursuant to
the Scheme or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful.
Purchases
In accordance with normal UK practice and subject to the
provisions of the Takeover Code, Ecolab Offeror or its nominees, or
its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase Ordinary Shares, other
than pursuant to the Offer, until the date on which the Scheme (or
Takeover Offer, if applicable) becomes effective, lapses or is
otherwise withdrawn. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK and will be reported to a
Regulatory Information Service.
Forward-Looking Statements
This announcement (including information incorporated by
reference in this announcement) contains statements about Ecolab,
Ecolab Offeror and Bioquell that are or may be forward-looking
statements which are prospective in nature. All statements other
than statements of historical facts may be forward-looking
statements. Often, but not always, forward-looking statements can
be identified by the use of forward-looking words such as
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "should", "could", "would", "may", "anticipates",
"estimates", "synergy", "cost-saving", "projects", "goal" or
"strategy" or words or terms of similar substance or the negative
thereof. Forward-looking statements may include statements relating
to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies and the expansion and
growth of Ecolab, Ecolab Offeror's or Bioquell's operations and
potential synergies resulting from the Offer; and (iii) the effects
of government regulation on Ecolab, Ecolab Offeror's or Bioquell's
business.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this announcement. All subsequent oral or written
forward-looking statements attributable to Ecolab, Ecolab Offeror
or Bioquell or any of their respective members, directors, officers
or employees or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Ecolab, Ecolab Offeror and Bioquell disclaim any obligation to
update any forward-looking or other statements contained in this
announcement, except as required by applicable law.
No Profit Forecasts or Estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Ecolab or Bioquell, as appropriate, for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for Ecolab
or Bioquell, as appropriate.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% 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 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) 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
commencement of the Offer Period 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 Takeover 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 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(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 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 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.
Information Relating to Bioquell Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Bioquell Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Bioquell may be provided to Ecolab Offeror
during the Offer Period as required under Section 4 of Appendix 4
of the Takeover Code.
Publication on Website(s) and availability of hard copies
A copy of this announcement will be available free of charge
(subject to any applicable restrictions with respect to persons
resident in Restricted Jurisdictions) on Bioquell's website and
Ecolab's website (http://www.bioquellplc.com/investors and
https://investor.ecolab.com respectively) by no later than 12 noon
on 3 December 2018.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this announcement.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement), free
of charge, by contacting Link Asset Services during business hours
on 0871 664 0300 within the United Kingdom or on +44 (0) 371 664
0300 from overseas or by submitting a request in writing to
shareholderenquiries@linkgroup.co.uk. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. Lines will be open between 9.00 am to 5.30 pm, Monday to
Friday excluding public holidays in England and Wales. Unless you
make such a request, a hard copy of this announcement and any such
information incorporated by reference in it will not be sent to
you. You may also request that all future documents, announcements
and information to be sent to you in relation to the Offer be in
hard copy form.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Takeover Code, Bioquell
confirms that, as at the date of this announcement, it has in issue
and admitted to trading on the Main Market 22,352,987 Ordinary
Shares (excluding treasury shares). The International Securities
Identification Number (ISIN) of the Ordinary Shares is
GB0004992003.
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
30 November 2018
RECOMMED CASH OFFER
for
Bioquell plc ("Bioquell" or the "Company")
by
Ecolab U.S. 2 Inc. ("Ecolab Offeror"), a wholly-owned subsidiary
of Ecolab Inc. ("Ecolab")
to be effected by way of scheme of arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of Ecolab and Bioquell are pleased to announce that
they have reached agreement on the terms of a recommended cash
offer pursuant to which Ecolab Offeror shall acquire the entire
issued and to be issued ordinary share capital of Bioquell. The
Offer is to be effected by means of a Court--sanctioned scheme of
arrangement under Part 26 of the Companies Act.
2. The Offer
Under the terms of the Offer, which will be subject to the
Conditions and further terms set out in Appendix I to this
announcement, and to be set out in the Scheme Document, Scheme
Shareholders will be entitled to receive:
for each Scheme Share: 590 pence in cash
The Offer values the entire issued and to be issued ordinary
share capital of Bioquell at approximately GBP140.51 million and
represents:
-- a premium of approximately 40.48 per cent. to the Closing
Price of 420 pence per Bioquell Share on 29 November 2018 (being
the last Business Day before the commencement of the Offer
Period);
-- a premium of approximately 23.12 per cent. to the 3 month
volume weighted average Closing Price per Bioquell Share of 479.20
pence for the 3 month period ended 29 November 2018 (being the last
Business Day prior to the commencement of the Offer Period);
and
-- a premium of approximately 33.01 per cent. to the 6 month
volume weighted average Closing Price per Bioquell Share of 443.58
pence for the 6 month period ended 29 November 2018 (being the last
Business Day prior to the commencement of the Offer Period).
If any dividend or other distribution or return of capital is
proposed, authorised, declared, made, paid or becomes payable by
Bioquell in respect of the Ordinary Shares on or after the date of
this announcement, Ecolab Offeror will have the right to reduce the
value of the consideration payable for each Ordinary Share by up to
the amount per Ordinary Share of such dividend, distribution or
return of capital. If any such dividend, distribution or return of
capital is paid or made after the date of this announcement and
Ecolab Offeror exercises its rights described above, any reference
in this announcement to the consideration payable under the Scheme
shall be deemed to be a reference to the consideration as so
reduced. Any exercise by Ecolab Offeror of its rights referred to
in this paragraph shall be the subject of an announcement and shall
not be regarded as constituting any revision or variation of the
terms of the Scheme. Any payments made in cash or by way of the
delivery of Ordinary Shares on the vesting of awards under the
Bioquell Share Schemes that are calculated by reference to
dividends accrued in respect of those underlying vested Ordinary
Shares are not to be construed as a dividend, distribution or
return of capital for these purposes.
It is expected that the Scheme Document will be published as
soon as practicable and, in any event, on or before 28 December
2018 (unless Ecolab Offeror and Bioquell otherwise agree, and the
Panel consents, to a later date). Further details regarding the
Court Meeting and the General Meeting to be held will be included
in the Scheme Document.
3. Recommendation
Bioquell's Directors, who have been so advised by N+1 Singer on
the financial terms of the Offer, consider the terms of the Offer
to be fair and reasonable. In providing their advice to the
Bioquell Directors, N+1 Singer has taken into account the
commercial assessments of the Bioquell Directors. In addition, the
Bioquell Directors consider the terms of the Offer to be in the
best interests of the Bioquell Shareholders.
Accordingly, the Bioquell Directors intend to recommend
unanimously that Bioquell Shareholders vote in favour of the Scheme
at the Court Meeting and the resolutions to be proposed at the
General Meeting as all Bioquell Directors holding Ordinary Shares
have irrevocably undertaken to do so in respect of their own
Ordinary Shares, being a total of 646,229 Ordinary Shares,
(representing, in aggregate, approximately 2.89 per cent. of the
ordinary share capital of Bioquell in issue on 29 November 2018
(being the latest practicable date prior to this
announcement)).
Ecolab Offeror has also received irrevocable undertakings to
vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting from entities
connected with Harwood Capital LLP, whose principal Christopher
Mills is a non-executive director of Bioquell, in respect of a
total of 6,305,000 Ordinary Shares, representing approximately
28.21 per cent. of the ordinary share capital of Bioquell in issue
on 29 November 2018 (being the latest practicable date prior to
this announcement).
4. Background to and reasons for the Offer
Ecolab is committed to building its global Life Sciences and
Healthcare businesses with new market-leading products and top
talent. In that context, Ecolab believes the Company will be an
attractive extension of its value proposition to its customers,
business model, global footprint and target areas for growth and
investment. Ecolab's mission is to make pharmaceutical and
healthcare facilities cleaner, safer and healthier for patients and
workers by combining innovative products with leading sales and
service teams to deliver measurable improvements in operational
efficiencies for its customers.
The Company offers a unique opportunity to broaden Ecolab's
portfolio of products, services and solutions to pursue these
objectives. In particular, Ecolab believes that Bioquell's
expertise in bio-decontamination and deep-cleaning complements
Ecolab's daily cleaning and disinfection offerings for cleanrooms
and other high-grade environments. Ecolab believes that the
acquisition will allow Ecolab to better meet the needs of its life
sciences and healthcare customers.
5. Ecolab's strategic plans
Ecolab expects to conduct a more detailed assessment of the
Bioquell business following completion of the Offer for purposes of
integration and strategic planning, however, cost synergies are not
an objective of the Offer. Ecolab envisages that the business of
the Bioquell Group would continue to operate in materially the same
way following completion of the Offer. Ecolab expects its
assessment to take six to twelve months and to cover potential new
business opportunities, marketing strategies, revenue synergies,
sales and support operations, management and financial reporting
lines and responsibilities, compliance programs and how to maximise
the benefits that the Offer will bring. This does not in any way
qualify Ecolab's express intentions as set out in this
announcement.
6. Management, employees and locations of business
Ecolab places significant importance on the Bioquell employees
and management team. Ecolab believes that the Bioquell team shares
its customer-oriented focus on value and results and their
extensive experience, skills and expertise would be a valuable
addition to the Ecolab Group. In particular, Ecolab believes that
Bioquell's talented service and support personnel have deep
equipment knowledge and application-specific knowhow that would be
complementary to Ecolab's existing Life Sciences and Healthcare
businesses, which focus on integrated chemistry-based programs that
improve hand-hygiene, cleaning and disinfection in manufacturing
and patient care environments. Ecolab believes that Bioquell
employees will also benefit from career and development
opportunities within the Ecolab Group.
Ecolab believes that the integration can be achieved without
significant disruption to either business and employee redundancies
are not expected. In this respect, Ecolab confirms that, except as
referred to in this announcement:
-- whilst recognising that, following the integration of
Bioquell within the Ecolab Group, complementary new business
opportunities may be identified that influence future strategic
plans, it has no intention to make material changes to the future
business of Bioquell, including any research and development
functions of Bioquell;
-- it intends to integrate Bioquell's management team into
Ecolab's Life Sciences team, however key roles are yet to be
determined and Ecolab expects that these will be finalised as part
of its assessment referred to in paragraph 5 above. In particular,
Ecolab is having discussions with Ian Johnson, Michael Roller and
Jay LeCoque regarding their on-going roles in the business;
-- it recognises that there is the potential to combine some
Bioquell sales and support staff with existing Ecolab offices,
however, it has no intention to make any changes to the continued
employment of employees or management of the Bioquell Group, nor
does it intend to make any material changes to the conditions of
employment or in the balance of the skills and functions of the
employees and management;
-- it has no intention to make material changes to the locations
or functions of Bioquell's places of business, including Bioquell's
current manufacturing facility and headquarters in Andover; and
-- there is no intention to redeploy any significant fixed assets of Bioquell.
It is expected that, following completion of the Offer, the
non-executive directors of Bioquell will each resign from their
office as director of Bioquell.
7. Pension schemes
Following completion of the Offer, the existing Bioquell Group
pension obligations will be honoured in compliance with applicable
law. Ecolab intends to maintain at least the current level of
employer contributions to Bioquell's defined contribution pension
scheme and does not intend to make any material change to the
accrual of benefits for existing members and the policy for
admission of new members.
8. Background to and reasons for the recommendation
In 2015, Bioquell disposed of its testing business, TRaC Global
Limited, for GBP44.5 million, returning GBP41.4 million of the
proceeds to Bioquell Shareholders in 2016 by way of a tender offer.
The remaining Bioquell business was restructured in late 2016 with
the implementation of a strategy to focus on developing its core
bio-decontamination business. Two further non-core businesses have
subsequently been sold - the defence business, sold in May 2018 for
an initial consideration of GBP0.4 million and the airflow spares
and service business disposed of in two stages in July 2017 and
January 2018 respectively for an aggregate of GBP0.5 million.
As a result of this new focus, and associated initiatives to
strengthen and incentivise the sales force, there has been markedly
improved financial performance, with Bioquell's 2017 results seeing
sales growth in the core bio-decontamination and isolator business
of 13 per cent. and growth of 29 per cent. in pre-exceptional
earnings before interest, tax, depreciation and amortization.
Bioquell is now a leading provider of risk reduction solutions for
life sciences, which generates 80 per cent. of revenues, and a
smaller but growing healthcare market.
Although the Bioquell Directors believe Bioquell would have a
strong future as an independent business, they recognise the
constraints resulting from Bioquell's relative lack of scale in an
increasingly global competitive market. To increase Bioquell's
global commercial footprint would require significant investment
with the associated risks involved with effective execution. The
substantial strategic benefits expected from a combination with the
Wider Ecolab Group make it an attractive alternative. The Bioquell
Directors believe the Offer represents an opportunity for Bioquell
Shareholders to realise the value of their holdings in cash at an
attractive premium, particularly in the context of Bioquell's
relative lack of liquidity as a small cap publicly listed company.
The Offer will allow Bioquell Shareholders to crystallise the value
of their shareholdings at a premium of 40.48 per cent. to the
Closing Price of an Ordinary Share on 29 November 2018, being the
last Business Day prior to this announcement and a premium of 23.12
per cent. to the volume weighted average price per Ordinary Share
of 479.20 pence during the three month period to 29 November
2018.
Following careful consideration of the above factors, the
Bioquell Directors believe that the offer price of 590 pence per
Ordinary Share in cash provides attractive value and certainty to
Bioquell Shareholders, recognising Bioquell's market position, its
future growth prospects and the risks associated with those
prospects.
Ecolab has stated above that it has no intention to make
material changes to the future business of Bioquell, nor to make
any material changes to its places of business. Additionally, it
has said that no employee redundancies and no material changes to
any conditions of employment are expected. This, taken with the
fact that Ecolab's large and highly relevant commercial footprint
will afford opportunities for increased sales of Bioquell's
products and services and opportunities for advancement within a
much larger group for its employees, makes the Bioquell Directors
confident that the Offer is very much in the interests of
Bioquell's Shareholders and employees and management.
9. Irrevocable undertakings and letter of intent
Ecolab Offeror has received irrevocable undertakings from all
the Bioquell Directors holding Ordinary Shares and certain Bioquell
Shareholders to vote in favour of the Scheme at the Court Meeting
and the resolutions to be proposed at the General Meeting, in
respect of a total of 9,916,866 Ordinary Shares, representing
approximately 44.36 per cent. of the ordinary share capital of
Bioquell in issue on 29 November 2018 (being the latest practicable
date prior to this announcement).
Ecolab Offeror has also received a letter of intent from
Liontrust Asset Management to vote in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the General
Meeting, in respect of a total of 2,399,300 Ordinary Shares,
representing approximately 10.73 per cent. of the ordinary share
capital of Bioquell in issue on 29 November 2018 (being the latest
practicable date prior to this announcement).
Ecolab Offeror has therefore received irrevocable undertakings
and a letter of intent in respect of a total of 12,316,166 Ordinary
Shares, representing approximately 55.10 per cent. of the ordinary
share capital of Bioquell in issue on 29 November 2018 (being the
latest practicable date prior to this announcement).
Further details of these irrevocable undertakings and the letter
of intent are set out in Appendix III to this announcement.
10. Information on Ecolab and Ecolab Offeror
Ecolab is a US publicly traded company) (NYSE: ECL) with a
current market capitalisation of over $40 billion.
Ecolab is a global leader in water, hygiene and energy
technologies and services that protect people and vital resources.
With annual sales of approximately $14 billion (2017 financial
year) and 48,000 associates, Ecolab delivers comprehensive
solutions and on-site services to promote safe food, maintain clean
environments, optimise water and energy use and improve operational
efficiencies for customers in food, healthcare, life sciences,
hospitality, energy and industrial markets in more than 170
countries around the world.
Ecolab Offeror is a wholly-owned subsidiary of Ecolab.
11. Information on Bioquell
Incorporated on 2 June 1925, the Bioquell Group is a provider of
specialist hydrogen peroxide vapour bio-decontamination equipment,
modular isolators and associated services for the life sciences and
healthcare sectors.
In its latest full financial year to 31 December 2017, the
Bioquell Group achieved total revenue of GBP29.2 million (2016:
GBP26.5 million) and profit before tax of GBP3.3 million (2016:
GBP0.1 million). As at 31 December 2017, total assets were GBP34.8
million (2016: GBP30.7 million) with net assets of GBP26.8 million
(2016: GBP23.8 million) and net cash of GBP14.6 million (2016:
GBP8.8 million).
The total number of Ordinary Shares in issue as at the date of
this announcement is 22,352,987 (excluding treasury shares) and
there are approximately 603 registered shareholders. The market
capitalisation of Bioquell based on the mid-market price of a
Bioquell Share of 420 pence as at the close of business on 29
November 2018 (being the last Business Day prior to this
announcement) was approximately GBP93.88 million.
12. Bioquell Share Schemes
Participants in the Bioquell Share Schemes will be contacted
regarding the effect of the Offer on their rights under the
Bioquell Share Schemes. In accordance with Rule 15 of the Takeover
Code, Ecolab Offeror will make appropriate proposals to such
participants in due course and details of these proposals will be
set out in the Scheme Document.
13. Financing
The consideration payable under the Offer will be financed using
existing cash resources of the Ecolab Group.
EY, who have been engaged by Ecolab and Ecolab Offeror to make
the cash confirmation statement, is satisfied that sufficient
resources are available to satisfy in full the cash consideration
payable to Bioquell Shareholders under the terms of the Offer.
14. Offer-related arrangements
Confidentiality Agreement
Ecolab and Bioquell entered into a confidentiality agreement
dated 14 August 2018 pursuant to which Ecolab agreed to keep
confidential information about Bioquell and not to disclose to
third parties (other than permitted recipients) confidential
information provided by Bioquell unless required by law or
regulation. These confidential obligations remain in force until
the earlier of (a) the Scheme becoming effective and (b) a period
of two years expiring on 14 August 2020. Ecolab has also agreed not
to solicit employees of Bioquell for a period expiring on the
earlier of (a) termination of the confidentiality agreement in
accordance with its terms and (b) 14 August 2019.
15. Structure of the Offer
It is intended that the Offer will be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act, although Ecolab Offeror reserves the right to elect
to implement the offer by means of a Takeover Offer (subject to
Panel consent).
The purpose of the Scheme is for Ecolab Offeror to become the
holder of the entire issued and to be issued ordinary share capital
of Bioquell. Following the Scheme becoming effective, the Scheme
Shares will be transferred to Ecolab Offeror, in consideration for
which Scheme Shareholders whose names appear on the register of
members of Bioquell at the Scheme Record Time will receive 590
pence per Scheme Share in cash on the basis set out in paragraph 2
of this announcement.
Ordinary Shares issued after the Scheme Record Time will not be
subject to the Scheme. Accordingly, it is proposed that the
Bioquell articles of association be amended so that Ordinary Shares
issued after the Scheme Record Time other than to Ecolab Offeror
will be automatically acquired by Ecolab Offeror on the same terms
as under the Scheme.
The Offer will be subject to the Conditions and further terms
set out in Appendix I to this announcement and to be set out in the
Scheme Document and the Forms of Proxy. The Offer is conditional
upon the Scheme becoming unconditional and effective, subject to
the Takeover Code, on or before the Long-Stop Date or such later
date (if any) as Ecolab Offeror and Bioquell may agree and the
Panel and the Court may allow. In summary, the Scheme will be
conditional upon:
-- the approval of a majority in number of the Scheme
Shareholders present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting (or any adjournment
thereof), representing not less than 75 per cent. in value of the
Scheme Shares held by such Scheme Shareholders and such Court
Meeting being held on or before the date being 22 days after the
expected date of the Court Meeting (to be set out in the Scheme
Document) or such later date (if any) as Ecolab Offeror and
Bioquell may agree;
-- the resolutions required to approve and implement the Scheme,
as set out in the notice of the General Meeting (including, without
limitation, the special resolution to implement the Scheme), being
duly passed by the requisite majorities of Bioquell Shareholders at
the General Meeting (or at any adjournment thereof) and such
General Meeting being held on or before the date being 22 days
after the expected date of the General Meeting (to be set out in
the Scheme Document) or such later date (if any) as Ecolab Offeror
and Bioquell may agree; and
-- the sanction of the Scheme by the Court (without modification
or with modification on terms acceptable to Ecolab Offeror and
Bioquell) and the delivery of a copy of the Court Order to the
Registrar of Companies and the Court Hearing being held on or
before the date being 22 days after the expected date of such
hearing (to be set out in the Scheme Document) or such later date
(if any) as Ecolab Offeror and Bioquell may agree.
The deadlines for the timing of the Court Meeting, the General
Meeting and the Court Hearing to approve the Scheme as set out
above may be waived by Ecolab Offeror, and the Long-Stop Date may
be extended by agreement between Bioquell and Ecolab Offeror (with
the consent of the Panel and, if required, the approval of the
Court).
Once the necessary approvals from Bioquell Shareholders and the
Court have been obtained and the other Conditions have been
satisfied or (where applicable) waived, the Scheme must be
sanctioned by the Court at the Court Hearing. The Scheme shall then
become effective upon delivery of the Court Order to the Registrar
of Companies following the Court Hearing.
If the Scheme is not effective by the Long-Stop Date (or such
later date (if any) as Bioquell and Ecolab Offeror may, with the
consent of the Panel, agree and (if required) the Court may allow),
the Scheme will not be implemented and the Offer will not
proceed.
Upon the Scheme becoming effective, it shall be binding on all
Bioquell Shareholders, irrespective of whether or not they attended
or voted at the Court Meeting or the General Meeting.
The Scheme Document will include full details of the Scheme,
together with notices of the Court Meeting and the General Meeting
and an indicative timetable. It is expected that the Scheme
Document and the Forms of Proxy accompanying the Scheme Document
will be published as soon as reasonably practicable and, in any
event within 28 days of this announcement (unless Ecolab Offeror
and Bioquell otherwise agree, and the Panel consents, to a later
date). The Scheme Document and Forms of Proxy will be made
available to all Bioquell Shareholders at no charge to them.
16. Disclosure of interests in Bioquell
As at the close of business on 29 November 2018, being the last
Business Day prior to the date of this announcement, save for the
irrevocable undertakings and the letter of intent referred to in
paragraph 9 above, none of Ecolab, any Ecolab Director, Ecolab
Offeror, or any Ecolab Offeror Director or, so far as Ecolab
Offeror is aware, any other person acting in concert (within the
meaning of the Takeover Code) with Ecolab Offeror:
-- had an interest in, or right to subscribe for, relevant securities of Bioquell;
-- had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Bioquell;
-- had procured an irrevocable commitment or letter of intent to
accept the terms of the Offer in respect of relevant securities of
Bioquell; or
-- had borrowed or lent any Bioquell Shares.
Furthermore, save for the irrevocable undertakings and the
letter of intent described in paragraph 9 above, no arrangement
exists between Ecolab Offeror or Bioquell or a person acting in
concert with Ecolab Offeror or Bioquell in relation to Bioquell
Shares. For these purposes, an "arrangement" includes any indemnity
or option arrangement, any agreement or any understanding, formal
or informal, of whatever nature, relating to Bioquell Shares which
may be an inducement to deal or refrain from dealing in such
securities.
17. Delisting
Prior to the Scheme becoming effective applications will be made
to the UK Listing Authority for the cancellation of the listing of
Bioquell Shares on the Official List and to the London Stock
Exchange for the cancellation of trading of Bioquell Shares on the
Main Market, with effect as of or shortly following the Effective
Date.
The last day of dealings in, and registrations of transfers of,
Bioquell Shares is expected to be the Business Day immediately
prior to the Effective Date and no transfers of Bioquell Shares
will be registered after that date.
On the Effective Date, share certificates in respect of Bioquell
Shares will cease to be valid and should be destroyed. In addition,
on the Effective Date, entitlements to Bioquell Shares held within
the CREST system will be cancelled.
18. General
Ecolab Offeror reserves the right to elect, with the consent of
the Panel, to implement the Offer by way of a Takeover Offer rather
than a Scheme. In such event, the Offer will be implemented on
substantially the same terms, subject to appropriate amendments, so
far as applicable, as those which would apply to the Scheme,
including (without limitation) an acceptance condition set at 90
per cent of the shares to which such offer relates (or such lower
percentage, being more than 50 per cent of the Bioquell Shares
carrying voting rights, as Ecolab Offeror may decide).
N+1 Singer, BGL and EY have each given and not withdrawn their
consent to the publication of this announcement with the inclusion
herein of the references to their names in the form and context in
which they appear.
19. Documents published on websites
Copies of the following documents will be made available on
Bioquell's website and Ecolab's website at
http://www.bioquellplc.com/investors and
https://investor.ecolab.com respectively by no later than 12 noon
on 3 December 2018 until the end of the Offer:
-- this announcement;
-- the irrevocable undertakings and the letter of intent referred to in paragraph 9 above; and
-- the confidentiality agreement referred to in paragraph 14 above.
Neither the contents of Bioquell's and Ecolab's websites, nor
the content of any other website accessible from hyperlinks on
either such website, is incorporated into or forms part of, this
announcement.
Enquiries:
Ecolab Inc. Tel: +1 (651) 250
2809
Mike Monahan, Senior Vice President -
External Relations
Bioquell plc Tel: 01264 835900
Ian Johnson, Executive Chairman
Michael Roller, Group Finance Director
Nplus1 Singer Advisory LLP, Financial Tel: 0203 205 7500
Adviser for the purposes of Rule 3 of
the Takeover Code and broker for Bioquell
Mark Taylor
James White
George Tzimas
Brown, Gibbons, Lang & Company Securities, Tel: +1 (312) 658
Inc., Joint Financial Adviser to Bioquell 1600
John Riddle
Kyle Brown
APPIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER AND THE SCHEME
Part A: Conditions of the Offer and the Scheme
1. The Offer will be conditional upon the Scheme becoming
unconditional and effective, subject to the Takeover Code, on or
before the Long-Stop Date or such later date (if any) as Ecolab
Offeror and Bioquell may, with the consent of the Panel, agree and
(if required) the Court may approve.
2. The Scheme will be subject to the following conditions:
(i) its approval by a majority in number representing not less
than 75 per cent. in value of the Scheme Shareholders present and
voting (and entitled to vote), in person or by proxy, at the Court
Meeting and at any separate class meeting which the Court may
require (or, in either case, any adjournment thereof) and (ii) such
Court Meeting being held on or before the 22nd day after the
expected date of the Court Meeting to be set out in the Scheme
Document (or such later date as may be agreed by Ecolab Offeror and
Bioquell and the Court may allow);
(ii) the resolutions required to approve and implement the
Scheme being duly passed by Bioquell Shareholders by the requisite
majority or majorities at the General Meeting (or any adjournment
thereof) and (ii) such General Meeting being held on or before the
22nd day after the expected date of the General Meeting to be set
out in the Scheme Document (or such later date as may be agreed by
Ecolab Offeror and Bioquell and the Court may allow); and
(iii) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Bioquell and Ecolab Offeror) and the delivery of a
copy of the Court Order to the Registrar of Companies and (ii) the
Court Hearing being held on or before the 22nd day after the
expected date of such Court Hearing to be set out in the Scheme
Document (or such later date as may be agreed by Ecolab Offeror and
Bioquell and the Court may allow).
3. Subject as stated in Part B below and to the requirements of
the Panel, the Offer will be conditional upon the following
Conditions and, accordingly, the Court Order will not be delivered
to the Registrar of Companies unless such Conditions (as amended if
appropriate) have been satisfied (where capable of satisfaction)
and continue to be satisfied or, where relevant, waived:
Notifications, waiting periods and authorisations
3.1 All material notifications, filings or applications which
are necessary having been made in connection with the Offer and all
necessary waiting periods (including any extensions thereof) under
any applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all
statutory and regulatory obligations in any relevant jurisdiction
having been complied with in respect of the Offer and the
acquisition or the proposed acquisition of any shares or other
securities in, or control or management of, Bioquell or any other
member of the Wider Bioquell Group by any member of the Wider
Ecolab Group, in each case where the absence of such notification,
filing or application would have a material adverse effect on the
Wider Ecolab Group or the Wider Bioquell Group in each case taken
as a whole, and all Authorisations necessary in respect thereof
having been obtained in terms and in a form reasonably satisfactory
to Ecolab Offeror from all appropriate Third Parties or (without
prejudice to the generality of the foregoing) from any person or
bodies with whom any member of the Wider Bioquell Group or the
Wider Ecolab Group has entered into contractual arrangements and
all such Authorisations necessary to carry on the business of any
member of the Wider Bioquell Group in any jurisdiction remaining in
full force and effect at the time at which the Offer becomes
otherwise wholly unconditional and no notice of an intention to
revoke, suspend, restrict, modify or not to renew such
Authorisations having been made where, in each case absence of such
Authorisation would have a material adverse effect on the Wider
Bioquell Group or the Wider Ecolab Group in each case taken as a
whole;
Certain matters arising as a result of any arrangement,
agreement, etc.
3.2 save as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Bioquell Group is a
party or by or to which any such member or any of its assets is or
may be bound, entitled or be subject or any event or circumstance,
which, as a consequence of the Offer or the acquisition or the
proposed acquisition by any member of the Wider Ecolab Group of any
shares or other securities (or the equivalent) in Bioquell or
because of a change in the control or management of any member of
the Wider Bioquell Group or otherwise, would or might reasonably be
expected to result in, to an extent in any such case which is
material in the context of the Wider Bioquell Group taken as a
whole:
3.2.1 any monies borrowed by, or any other indebtedness, actual
or contingent, of, or any grant available to, any member of the
Wider Bioquell Group being or becoming repayable, or capable of
being declared repayable, immediately or prior to its or their
stated maturity date or repayment date, or the ability of any such
member to borrow monies or incur any indebtedness being withdrawn
or inhibited or being capable of becoming or being withdrawn or
inhibited;
3.2.2 the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property or assets of any member of the Wider Bioquell Group or any
such mortgage, charge or other security interest (whenever created,
arising or having arisen) becoming enforceable;
3.2.3 any such arrangement, agreement, lease, licence,
franchise, permit or other instrument being terminated or the
rights, liabilities, obligations or interests of any member of the
Wider Bioquell Group being adversely modified or adversely affected
or any obligation or liability arising or any adverse action being
taken or arising thereunder;
3.2.4 any liability of any member of the Wider Bioquell Group to
make any severance, termination, bonus or other payment to any of
its directors, or other officers;
3.2.5 any member of the Wider Bioquell Group ceasing to be able
to carry on business under any name under which it presently
carries on business;
3.2.6 the value of, or the financial or trading position of any
member of the Wider Bioquell Group being prejudiced or adversely
affected; or
3.2.7 the creation of any liability (actual or contingent) by
any member of the Wider Bioquell Group other than trade creditors
or other liabilities incurred in the ordinary course of
business,
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Bioquell Group is a
party or by or to which any such member or any of its assets are
bound, entitled or subject, would or might reasonably be expected
to result in any of the events or circumstances as are referred to
in Conditions 3.2.1 to 3.2.7 to an extent in any such case which is
material in the context of the Wider Bioquell Group taken as a
whole;
Certain events occurring since 30 June 2018:
3.3 save as Disclosed, no member of the Wider Bioquell Group having since 30 June 2018:
3.3.1 issued or agreed to issue or authorised or announced its
intention to authorise or propose the issue, of additional shares
of any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for
or acquire, any such shares, securities or convertible securities
or transferred or sold or agreed to transfer or sell or authorised
or proposed the transfer or sale of Ordinary Shares out of treasury
(except, in each case, where relevant, as between Bioquell and
wholly owned subsidiaries of Bioquell or between the wholly owned
subsidiaries of Bioquell and except for the issue or transfer out
of treasury of Ordinary Shares on the exercise of employee share
options or vesting of employee share awards in the ordinary course
under the Bioquell Share Schemes);
3.3.2 recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than
dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by any wholly owned subsidiary of
Bioquell to Bioquell or any of its wholly owned subsidiaries;
3.3.3 other than pursuant to the Offer (and except for
transactions between Bioquell and its wholly owned subsidiaries or
between the wholly owned subsidiaries of Bioquell and transactions
in the ordinary course of business) implemented, effected,
authorised or announced its intention to implement, effect or
authorise any merger, demerger, reconstruction, amalgamation,
scheme, commitment or acquisition or disposal of assets or shares
or loan capital (or the equivalent thereof) in any undertaking or
undertakings to an extent in any such case which is material in the
context of the Wider Bioquell Group taken as a whole;
3.3.4 except for transactions in the ordinary course of business
or between the Wider Bioquell Group and its wholly owned
subsidiaries, or between such subsidiaries, disposed of, or
transferred, mortgaged or created any security interest over any
material asset or any right, title or interest in any material
asset or authorised or announced any intention to do so;
3.3.5 issued, authorised or announced an intention to authorise
the issue of or made any change in or to the terms of any
debentures or become subject to any contingent liability or (other
than trade credit incurred in the ordinary course of business)
incurred or increased any indebtedness except as between Bioquell
and any of its wholly owned subsidiaries or between such
subsidiaries which in any case is material in the context of the
Wider Bioquell Group taken as a whole;
3.3.6 entered into or varied or authorised or announced its
intention, other than in the ordinary course of business, to enter
into or vary any material contract, arrangement, agreement,
transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, unusual or
onerous nature or magnitude to an extent in any such case which is
material in the context of the Wider Bioquell Group taken as a
whole;
3.3.7 entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary to a
material extent the terms of any contract, service agreement,
commitment or arrangement with any director of Bioquell except for
salary increases, bonuses or variation of terms, in each case, in
the ordinary and usual course of business and consistent with past
practice;
3.3.8 proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any employee of the
Wider Bioquell Group (in a manner which is material in the context
of the Wider Bioquell Group taken as a whole);
3.3.9 purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
sub-paragraph 3.3.1 above, made any other change to any part of its
share capital (other than pursuant to the implementation of the
Offer);
3.3.10 (other than in respect of claims between Bioquell and any
wholly owned subsidiaries of Bioquell) waived, compromised or
settled any claim which is material in the context of the Wider
Bioquell Group taken as a whole;
3.3.11 terminated or varied the terms of any agreement or
arrangement between any member of the Wider Bioquell Group and any
other person in a manner which would or might reasonably be
expected to have a material adverse effect on the financial
position of the Wider Bioquell Group taken as a whole;
3.3.12 save as disclosed on publicly available registers or as
envisaged in accordance with the terms of the Scheme made any
alteration to its memorandum or articles of association or other
incorporation documents;
3.3.13 made or agreed or consented to any material change to the
terms of the trust deeds and rules constituting the pension
scheme(s) established by any member of the Wider Bioquell Group for
its directors, employees or their dependants or to the
contributions payable to any such scheme(s) or to the benefits
which accrue, or to the pensions which are payable, thereunder, or
to the basis on which qualification for, or accrual or entitlement
to, such benefits or pensions are calculated or determined or to
the basis upon which the liabilities (including pensions) of such
pension schemes are funded or made, or agreed or consented to;
3.3.14 been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
3.3.15 (other than in respect of a member of the Wider Bioquell
Group which is dormant and was solvent at the relevant time) taken
any steps, corporate action or had any legal proceedings instituted
or threatened in writing against it in relation to the suspension
of payments, a moratorium of any indebtedness, its winding-up
(voluntary or otherwise), dissolution, reorganisation or for the
appointment of a receiver, administrator, manager, administrative
receiver, trustee or similar officer of all or any material part of
its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person
in any jurisdiction or had any such person appointed (in any case
to an extent which is material in the context of the Wider Bioquell
Group taken as a whole);
3.3.16 made, authorised or announced an intention to propose any
change in its loan capital to an extent in any such case which is
material in the context of the Wider Bioquell Group taken as a
whole; or
3.3.17 entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition 3.3;
No adverse change, litigation, regulatory enquiry or similar
3.4 save as Disclosed, since 30 June 2018:
3.4.1 no adverse change having occurred in the business, assets,
financial or trading position or profits of any member of the Wider
Bioquell Group which is material in the context of the Wider
Bioquell Group taken as a whole;
3.4.2 no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened in writing,
announced or instituted by or against or remaining outstanding
against or in respect of, any member of the Wider Bioquell Group or
to which any member of the Wider Bioquell Group is or may become a
party (whether as claimant, defendant or otherwise) having been
threatened, announced, instituted or remaining outstanding by,
against or in respect of, any member of the Wider Bioquell Group,
in each case which is material in the context of the Wider Bioquell
Group taken as a whole;
3.4.3 no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider Bioquell Group having been threatened in writing,
announced or instituted or remaining outstanding by, against or in
respect of any member of the Wider Bioquell Group, in each case
which is material in the context of the Wider Bioquell Group taken
as a whole;
3.4.4 no contingent or other liability in respect of any member
of the Wider Bioquell Group having arisen or increased other than
in the ordinary course of business which is reasonably likely to
materially affect adversely the business, assets, financial or
trading position or profits of any member of the Wider Bioquell
Group to an extent in any such case which is material in the
context of the Wider Bioquell Group taken as a whole; and
3.4.5 no steps having been taken and no omissions having been
made which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider Bioquell Group which is necessary for the
proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which might reasonably
be expected to have a material adverse effect on the Wider Bioquell
Group taken as a whole;
No discovery of certain matters regarding information,
liabilities and environmental issues
3.5 save as Disclosed, Ecolab Offeror not having discovered:
3.5.1 that any financial, business or other information
concerning the Wider Bioquell Group publicly announced prior to the
date of this announcement or disclosed at any time to any member of
the Wider Ecolab Group by or on behalf of any member of the Wider
Bioquell Group prior to the date of this announcement is materially
misleading, contains a material misrepresentation of any fact, or
omits to state a fact necessary to make that information not
misleading (in any case to an extent which is material in the
context of the Wider Bioquell Group taken as a whole);
3.5.2 that any member of the Wider Bioquell Group is, otherwise
than in the ordinary course of business, subject to any liability,
contingent or otherwise and which is material in the context of the
Wider Bioquell Group taken as a whole;
3.5.3 that any past or present member of the Wider Bioquell
Group has not complied in any material respect with all applicable
legislation, regulations of any jurisdiction or any notice or
requirement of any Authorisations relating to the use, treatment,
storage, carriage, disposal, discharge, spillage, release, leak or
emission of any waste or hazardous substance or any substance
likely to impair the environment (including property) or harm human
health or otherwise relating to environmental matters or the health
and safety of humans, which non-compliance would be likely to give
rise to any material liability including any penalty for
non-compliance (whether actual or contingent) on the part of any
member of the Wider Bioquell Group (in any case to an extent which
is material in the context of the Wider Bioquell Group taken as a
whole);
3.5.4 that there has been a material disposal, discharge,
spillage, accumulation, release, leak, emission or the migration,
production, supply, treatment, storage, transport or use of any
waste or hazardous substance or any substance likely to impair the
environment (including any property) or harm human health which
(whether or not giving rise to non-compliance with any law or
regulation), would be likely to give rise to any material liability
(whether actual or contingent) on the part of any member of the
Wider Bioquell Group (in any case to an extent which is material in
the context of the Wider Bioquell Group taken as a whole); or
3.5.5 that there is or is reasonably likely to be any material
obligation or liability (whether actual or contingent) or
requirement to make good, remediate, repair, reinstate or clean up
any property, asset or any controlled waters currently or
previously owned, occupied, operated or made use of or controlled
by any past or present member of the Wider Bioquell Group, under
any environmental legislation, common law, regulation, notice,
circular, Authorisation or order of any Third Party in any
jurisdiction or to contribute to the cost thereof or associated
therewith or indemnify any person in relation thereto (in any case
to an extent which is material in the context of the Wider Bioquell
Group taken as a whole);
Anti-corruption and sanctions
3.6 except as Disclosed, Ecolab Offeror not having discovered that:
3.6.1 any past or present member, director, officer or employee
of the Wider Bioquell Group or any person that performs or has
performed services for or on behalf of any such company is or has,
at any time during the course of such person's employment with, or
performance of services for or on behalf of, any member of the
Wider Bioquell Group, engaged in any activity, practice or conduct
(or omitted to take any action) in contravention of the UK Bribery
Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended
or any other applicable anti-corruption legislation; or
3.6.2 any past or present member, director, officer or employee
of the Wider Bioquell Group or any person that performs or has
performed services for or on behalf of any such company has, during
the course of such person's employment with, or performance of
services for or on behalf of, any member of the Wider Bioquell
Group, engaged in any activity or business with, or made any
investments in, or made any funds or assets available to, or
received any funds or assets from any government, entity or
individual covered by any of the economic sanctions administered by
the United Nations or the European Union (or any of their
respective member states) or the United States Office of Foreign
Assets Control or any other governmental or supranational body or
authority in any jurisdiction; and
No criminal property
3.7 except as Disclosed, Ecolab Offeror not having discovered
that any asset of any member of the Wider Bioquell Group
constitutes criminal property as defined by Section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition).
Part B: Further terms of the Offer
Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
To the extent permitted by law and subject to the requirements
of the Panel, Ecolab Offeror reserves the right to waive:
-- the deadline set out in the Condition in paragraph 1 of Part
A and any of the deadlines set out in the Conditions in paragraph 2
of Part A for the timing of the Court Meeting, General Meeting and
the Court Hearing. If any such deadline is not met, Ecolab Offeror
shall make an announcement by 8.00 am on the Business Day following
such deadline confirming whether it has invoked or waived the
relevant Condition or agreed with Bioquell to extend the deadline
in relation to the relevant Condition; and
-- in whole or in part, all or any of the Conditions in
paragraphs 3.1 to 3.7 (inclusive) of Part A.
Ecolab Offeror shall be under no obligation to waive (if capable
of waiver), to determine to be or remain satisfied or to treat as
fulfilled any of the Conditions by a date earlier than the latest
date for the fulfilment of that Condition notwithstanding that the
other Conditions may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances
indicating that any of such Conditions may not be capable of
fulfilment.
If Ecolab Offeror is required by the Panel to make an offer for
Ordinary Shares under the provisions of Rule 9 of the Takeover
Code, Ecolab Offeror may make such alterations to any of the above
Conditions and terms of the Offer as are necessary to comply with
the provisions of that Rule.
The Offer shall lapse and the Scheme shall not become effective
if:
-- in so far as the Offer or any matter arising from or relating
to the Scheme or Offer constitutes a concentration with a Community
dimension within the scope of the EC Regulation, the European
Commission either initiates proceedings under Article 6(1)(c) of
the EC Regulation or makes a referral to a competent authority in
the United Kingdom under Article 9(1) of the EC Regulation and
there is then a CMA Phase 2 Reference; or
-- in so far as the Offer or any matter arising from the Scheme
or Offer does not constitute a concentration with a Community
dimension within the scope of the EC Regulation the Scheme or Offer
or any matter arising from or relating to the Offer becomes subject
to a CMA Phase 2 Reference,
in either case, before the date of the Court Meeting.
Ecolab Offeror reserves the right to elect, with the consent of
the Panel, to implement the Offer by way of a takeover offer. In
such event, the Offer will be implemented on substantially the same
terms, subject to appropriate amendments, so far as applicable, as
those which would apply to the Scheme, including (without
limitation) an acceptance condition set at 90 per cent. of the
shares to which such offer relates (or such lower percentage, being
more than 50 per cent. of the Bioquell Shares carrying voting
rights, as Ecolab Offeror may decide)(the "Takeover Offer
Acceptance Condition").
The availability of the Offer to Overseas Shareholders and the
distribution of this document in, into or from jurisdictions other
than the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this
document comes should inform themselves of, and observe, any such
restrictions.
Unless otherwise determined by Ecolab Offeror or required by the
Takeover Code and permitted by applicable law and regulation, the
Offer is not being, and will not be, made, directly or indirectly,
in or into or by the use of the mails of, or by any other means or
instrumentality (including, without limitation, facsimile
transmission, telex, telephone, internet or other forms of
electronic transmission) of interstate or foreign commerce of, or
by any facility of a national, state or other securities exchange
of, any Restricted Jurisdiction and will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within any Restricted Jurisdiction.
Under Rule 13.5(a) of the Takeover Code, Ecolab Offeror may not
invoke a condition to the Offer so as to cause the Offer not to
proceed, to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the condition are of material
significance to Ecolab Offeror in the context of the Offer. The
Conditions contained in paragraphs 1 and 2 of Part A and, if
applicable, the Takeover Offer Acceptance Condition set out in this
Part B are not subject to this provision of the Takeover Code.
Under Rule 13.6 of the Takeover Code, Bioquell may not invoke,
or cause or permit Ecolab Offeror to invoke, any Condition unless
the circumstances which give rise to the right to invoke the
Condition are of material significance to the shareholders in
Bioquell in the context of the Offer.
If any dividend or other distribution or return of capital is
proposed, authorised, declared, made, paid or becomes payable by
Bioquell in respect of the Ordinary Shares on or after the date of
this announcement, Ecolab Offeror reserves the right to reduce the
value of the consideration payable for each Ordinary Share up to
the amount per Ordinary Share of such dividend, distribution or
return of value. If Ecolab Offeror exercises its right to reduce
the offer consideration by all or part of the amount of a dividend
(or other distribution) that has not been paid, Bioquell
Shareholders will be entitled to receive and retain that dividend
(or other distribution) ("Subsequent Dividend"). Any exercise by
Ecolab Offeror of its rights referred to in this paragraph shall be
the subject of an announcement and shall not be regarded as
constituting any revision or variation of the terms of the
Scheme.
The Ordinary Shares which will be acquired under the Offer will
be acquired with full title guarantee, fully paid and free from all
liens, equities, charges, encumbrances, options, rights of
pre-emption and any other third party rights and interests of any
nature and together with all rights now or hereafter attaching or
accruing to them, including voting rights and the right to receive
and retain in full all dividends and other distributions (if any),
and any other return of capital (whether by way of reduction of
share capital or share premium account or otherwise), declared,
made or paid on or after the date of this announcement other than
any Subsequent Dividend.
Ecolab Offeror reserves the right for any other member of the
Ecolab Group from time to time to implement the Offer.
The Offer is governed by the law of England and Wales and is
subject to the jurisdiction of the English courts. The Offer will
be made on and subject to the conditions and further terms set in
this Appendix I and to be set out in the Scheme Document. The Offer
will be subject to the applicable requirements of the Takeover
Code, the London Stock Exchange and the UK Listing Authority.
APPIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
The value of Bioquell as implied by the offer price stated in
paragraph 2 of this announcement is based on the issued ordinary
share capital as at 29 November 2018 (being the last Business Day
prior to the commencement of the Offer Period), adjusted for the
dilutive effect of in-the-money options, being:
-- issued ordinary share capital of 22,352,987 (excluding
treasury shares) (as per the confirmation by Bioquell pursuant to
Rule 2.9 of the Takeover Code set out above); and
-- 23,815,487 Ordinary Shares being the maximum number of
ordinary shares that can be in issue following the allotment of
1,462,500 in-the-money options.
Further sources of information regarding data reported in this
announcement are as follows:
-- unless otherwise stated, the financial information relating
to Bioquell is extracted from the audited consolidated financial
statements of Bioquell for the financial year ended on 31 December
2017 or from the interim statement of Bioquell for the six month
period ended on 30 June 2018;
-- unless otherwise stated, the financial information relating
to Ecolab is extracted from the audited consolidated financial
statements of Ecolab for the financial year ended 31 December
2017;
-- the Closing Price is the middle market price of a Bioquell
Share at the close of business on the day to which such price
relates, as derived from the Daily Official List for that day or
from Bloomberg in the case of the average Closing Price for the
three and six month period ended on 29 November 2018; and
-- references to the market capitalisation of Ecolab have been
taken from Bloomberg and are as at 29 November 2018.
APPIX III
IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT
The following holders or controllers of Ordinary Shares have
given irrevocable undertakings (Parts A and B) or a letter of
intent (Part C) to vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the General
Meeting.
Market soundings, as defined in the Market Abuse Regulation
No.596/2014, were taken in respect of the Offer with the result
that certain persons became aware of inside information, as
permitted by the Market Abuse Regulation No.596/2014. That inside
information is set out in this announcement. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of inside information relating to Bioquell
and Ecolab and their respective securities.
PART A - Director shareholder irrevocable undertakings
Number of Ordinary Shares
% of Ordinary Shares in under Bioquell Share
Name Number of Ordinary Shares issue Schemes
Michael Roller 150,106 0.67 -
Michael Roller (SIPP) 9,623 0.04 -
Michael Roller (PSP nil cost
options) - - 90,000
Michael Roller (ESOP) - - 159,000
Simon Constantine 153,500 0.69
Jay LeCoque (PSP restricted
stock award) (1) - 1.49 333,000
Ian Johnson (PSP nil cost
options) - - 667,000
TOTAL 313,229 2.89 1,249,000
Note:
(1) The restrictions under Jay LeCoque's PSP restricted stock
award do not prevent him from voting in favour of the Scheme at the
Court Meeting or the resolutions to be proposed at the General
Meeting.
The undertakings listed in this Part A cease to be binding
if:
-- the Scheme Document is not published within 28 days of the
date of this announcement (or within such longer period as the
Panel may agree); or
-- the Offer is withdrawn on or before 31 March 2019, except in circumstances where:
o the Offer is withdrawn or lapses as a result of Ecolab Offeror
exercising its right to implement the Offer by way of a Takeover
Offer rather than by way of a Scheme; or
o a new, revised or replacement scheme of arrangement pursuant
to Part 26 of the Companies Act or takeover offer (within the
meaning of section 974 of the Companies Act) is or has been
announced by Ecolab Offeror, in accordance with Rule 2.7 of the
Takeover Code, within 10 Business Days after any such lapse or
renewal.
PART B - Non-director shareholder irrevocable undertakings
Name Number of Ordinary Shares % of Ordinary Shares in issue
Harwood Capital Nominees Limited 55,000 0.25
Oryx International Growth Fund Limited 1,500,000 6.71
North Atlantic Smaller Companies Investment Trust plc 4,750,000 21.25
Marlborough Nano-Cap Growth Fund 420,000 1.88
John Salkeld 1,064,674 4.76
Andrew Muir 1,246,000 5.57
Ann Muir 140,082 0.63
Susan Roller 13,381 0.06
Joanna Constantine 81,500 0.36
TOTAL 9,270,637 41.47
The undertakings listed in this Part B cease to be binding
if:
-- the Scheme Document is not published within 28 days of the
date of this announcement (or within such longer period as the
Panel may agree); or
-- the Offer is withdrawn on or before 31 March 2019, except in circumstances where:
o the Offer is withdrawn or lapses as a result of Ecolab Offeror
exercising its right to implement the Offer by way of a Takeover
Offer rather than by way of a Scheme; or
o a new, revised or replacement scheme of arrangement pursuant
to Part 26 of the Companies Act or takeover offer (within the
meaning of section 974 of the Companies Act) is or has been
announced by Ecolab Offeror, in accordance with Rule 2.7 of the
Takeover Code, within 10 Business Days after any such lapse or
renewal.
PART C - Letter of intent
Liontrust Asset Management has given a letter of intent to vote
in favour of the Scheme at the Court Meeting and the resolutions to
be proposed at the General Meeting in respect of 2,399,300 Ordinary
Shares, representing approximately 10.73 per cent. of the Ordinary
Shares in issue.
APPIX IV
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise.
"GBP", or "pence" the lawful currency of the United
Kingdom;
"Authorisations" regulatory authorisations, orders,
recognitions, grants, determinations,
consents, clearances, confirmations,
certificates, licences, permissions,
exemptions or approvals;
"Bioquell" or "Company" Bioquell plc, a public limited company
incorporated in England and Wales
registered with registered number
00206372;
"Bioquell Directors" the directors of Bioquell as at the
date of this announcement;
"Bioquell Group" or "Group" Bioquell and its subsidiary undertakings;
"Bioquell Shares" the ordinary shares of ten pence each
in the capital of Bioquell;
"Bioquell Shareholders" the holders of Ordinary Shares;
or "Shareholders"
"Bioquell Share Schemes" means the Bioquell 1996 Sharesave
Scheme, the Bioquell Performance Share
Plan, the Bioquell Executive Share
Option Scheme (No.1) and the Bioquell
Executive Share Option Scheme (No.2);
"BGL" Brown, Gibbons, Lang & Company Securities,
Inc.;
"Closing Price" the middle market price of a Bioquell
Share at the close of business on
the day to which such price relates,
as derived from the Daily Official
List for that day or from Bloomberg
in the case of the average Closing
Price for the three and six month
period ended on 29 November 2018;
"CMA Phase 2 Reference" a reference of the Offer to the chair
of the Competition and Markets Authority
for the constitution of a group under
Schedule 4 to the Enterprise and Regulatory
Reform Act 2013;
"Companies Act" the Companies Act 2006, as amended
from time to time;
"Competition and Markets a UK statutory body established under
Authority" the Enterprise and Regulatory Reform
Act 2013;
"Conditions" the conditions to the Offer and the
Scheme, as set out in Appendix I of
this announcement and to be set out
in the Scheme Document;
"Court" the High Court of Justice in England
and Wales;
"Court Hearing" the hearing of the Court to sanction
the Scheme under section 899 of the
Companies Act and if such hearing
is adjourned reference to commencement
of any such hearing shall mean the
commencement of the final adjournment
thereof;
"Court Meeting" the meeting of Bioquell Shareholders
(and any adjournment thereof) to be
convened pursuant to an order of the
Court under section 896 of the Companies
Act for the purposes of considering
and, if thought fit, approving the
Scheme (with or without amendment)
including any adjournment thereof,
notice of which is to be contained
in the Scheme Document;
"Court Order" the order of the Court sanctioning
the Scheme under section 899 of the
Companies Act;
"CREST" a relevant system (as defined in the
Regulations) in respect of which Euroclear
UK & Ireland Limited is the Operator
(as defined in the Regulations);
"Daily Official List" the daily official list of the London
Stock Exchange;
"Dealing Disclosure" has the meaning given by Rule 8 of
the Takeover Code;
the information fairly disclosed by
or on behalf of Bioquell:
(a) in the Bioquell annual report
and accounts in respect of the financial
year ended 31 December 2017;
(b) in the Bioquell interim statement
in respect of the six month period
ended on 30 June 2018;
(c) in any documents in the electronic
data-room established by Bioquell
in connection with the Offer to which
the employees, agents and advisers
of Ecolab Offeror have had access
on or before 5 p.m. on the Business
Day prior to the date of this announcement;
(d) in any public announcement by
Bioquell made to a Regulatory Information
Service on or before 5 p.m. on the
Business Day prior to the date of
this announcement;
(e) in this announcement;
(f) in any filings made with the Registrar
of Companies and appearing in Bioquell's
file at Companies House within the
last two years; or
(g) as otherwise fairly disclosed
to Ecolab Offeror or the Wider Ecolab
Group (or their advisers) in writing
prior to the date of this announcement;
"Ecolab Offeror" Ecolab U.S. 2 Inc., a company incorporated
and registered in Delaware, US;
"Ecolab Directors" the directors of Ecolab as at the
date of this announcement;
"Ecolab Offeror Directors" the directors of Ecolab Offeror as
at the date of this announcement;
"Ecolab Group" Ecolab Offeror, any parent undertaking
of Ecolab Offeror, and any undertaking
which is a subsidiary undertaking
of Ecolab Offeror or of any such parent
undertaking;
"Ecolab" Ecolab Inc., a company incorporated
and registered in Delaware, US;
"EC Regulation" Regulation Council Regulation (EC)
No 139/2004;
"Effective Date" the date on which the Scheme becomes
effective in accordance with its terms
or, if Ecolab Offeror elects, and
the Panel consents, to implement the
Offer by way of a Takeover Offer,
such offer having been declared or
become unconditional in all respects
in accordance with the requirements
of the Takeover Code;
"Excluded Shares" any Ordinary Shares:
(a) registered in the name of, or
beneficially owned by, Ecolab Offeror
or any member of the Wider Ecolab
Group (if any); or
(b) held by the Company in treasury,
at any relevant date or time;
"EY" Ernst & Young LLP;
"FCA" or "Financial Conduct the UK Financial Conduct Authority
Authority" or its successor from time to time;
"Forms of Proxy" the forms of proxy for use at the
Court Meeting and the General Meeting;
"General Meeting" the general meeting of Bioquell Shareholders
(and any adjournment thereof) to be
convened in connection with the Scheme;
"Listing Rules" the rules and regulations made by
the UK Listing Authority under Part
VI of FSMA and contained in the UK
Listing Authority's publication of
the same name (as amended from time
to time);
"London Stock Exchange" London Stock Exchange plc, a public
company incorporated in England and
Wales under number 2075721;
"Long-Stop Date" 31 March 2019, or such later date,
if any, as Ecolab Offeror and Bioquell
may agree and, if required, the Court
and the Panel may allow;
"Main Market" the London Stock Exchange's main market
for listed securities;
"N+1 Singer" Nplus1 Singer Advisory LLP of One
Bartholomew Lane, London EC2N 2AX;
"Offer" the offer by Ecolab Offeror to acquire
the entire issued and to be issued
ordinary share capital of Bioquell
at a price of 590 pence per Ordinary
Share in cash to be effected by means
of the Scheme or (should Ecolab Offeror
so elect, subject to the consent of
the Panel) by means of a Takeover
Offer and, in either case, where the
context admits, any subsequent variation,
revision, extension or renewal thereof;
"Offer Period" the offer period (as defined by the
Takeover Code) relating to Bioquell,
which commenced on the date of this
announcement;
"Opening Position Disclosure" has the meaning given by Rule 8 of
the Takeover Code;
"Ordinary Shares" the ordinary shares of ten pence each
in the capital of Bioquell;
"Overseas Shareholders" Bioquell Shareholders (or nominees
of, custodians or trustees for Bioquell
Shareholders) not resident in, or
nationals or citizens of the United
Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Registrar of Companies" the Registrar of Companies in England
and Wales;
"Regulations" the Uncertificated Securities Regulations
2001 (SI2001 No. 3755), as amended
from time to time;
"Regulatory Information a service approved by the London Stock
Service" Exchange for the distribution to the
public of announcements and included
within the list maintained on the
London Stock Exchange's website;
"Restricted Jurisdiction" any jurisdiction where the making
of the Offer would:
(a) constitute a violation of the
relevant laws or regulations of such
jurisdiction; or
(b) result in a requirement to comply
with any governmental or other consent
or any registration, filing or other
formality which Ecolab Offeror or
Bioquell regards as unduly onerous;
"Scheme" the proposed scheme of arrangement
under Part 26 of the Companies Act
to effect the Offer, the full terms
of which will be set out in the Scheme
Document, with or subject to any modification,
addition or condition which Bioquell
and Ecolab Offeror may agree and,
if required, the Court may approve
or impose;
"Scheme Document" the document to be sent to Bioquell
Shareholders, containing and setting
out the Scheme, the notices convening
the Court Meeting, the General Meeting
and the further particulars required
by Part 26 of the Companies Act;
"Scheme Record Time" the time and date specified in the
Scheme Document as being the record
time for the Scheme;
"Scheme Shareholders" the holders of Scheme Shares at any
relevant date or time;
"Scheme Shares" the Ordinary Shares:
(a) in issue at the date of the Scheme
Document;
(b) (if any) issued after the date
of the Scheme Document and prior to
the Voting Record Time; and
(c) (if any) issued on or after the
Voting Record Time and on or prior
to the Scheme Record Time either on
terms that the original or any subsequent
holders thereof shall be bound by
the Scheme, or in respect of which
the holders thereof shall have agreed
in writing to be bound by the Scheme,
and in each case remaining in issue
at the Scheme Record Time, but excluding
any Excluded Shares;
"Substantial Interest" in relation to an undertaking, a direct
or indirect interest of 20 per cent.
or more of the total voting rights
conferred by the equity share capital
(as defined in Section 548 of the
Companies Act) of such undertaking;
"Takeover Code" the City Code on Takeovers and Mergers;
"Takeover Offer" should the Offer be implemented by
way of a takeover offer as defined
in Chapter 3 of Part 28 of the Companies
Act, the offer to be made by or on
behalf of Ecolab Offeror to acquire
the entire issued and to be issued
share capital of Bioquell including
any revision, variation, extension
or renewal of such offer;
"Third Party" each of a central bank, government
or governmental, quasi-governmental,
supranational, statutory, regulatory,
environmental, administrative, fiscal
or investigative body, court, trade
agency, association, institution,
environmental body, or any other body
or person whatsoever in any jurisdiction;
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland;
"United States of America", the United States of America, its
"United States" or "US" territories and possessions, any State
of the United States and the District
of Columbia;
"US Exchange Act" the US Securities and Exchange Act
of 1934, as amended;
"Voting Record Time" the time and date specified in the
Scheme Document as being the record
time for voting at the Court Meeting
and the General Meeting;
"Wider Bioquell Group" Bioquell, its subsidiary undertakings,
associated undertakings and any other
undertakings in which that company
and such undertakings (aggregating
their interests) have a Substantial
Interest; and
"Wider Ecolab Group" Ecolab Offeror, its parent undertakings,
its subsidiary undertakings, associated
undertakings and any other undertakings
in which that company and such undertakings
(aggregating their interests) have
a Substantial Interest.
For the purposes of this announcement, "associated undertaking",
"parent undertaking", "subsidiary undertaking" and "undertaking"
have the respective meanings given thereto by the Companies
Act.
References to an enactment include references to that enactment
as amended, replaced, consolidated or re-enacted by or under any
other enactment before or after the date of this document.
All the times referred to in this announcement are London times
unless otherwise stated.
References to the singular include the plural and vice
versa.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OFBBMBRTMBMJMTP
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November 30, 2018 02:05 ET (07:05 GMT)
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