TIDMCAMB
RNS Number : 0894C
Cambria Automobiles Plc
16 June 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
16 June 2021
Recommended Cash Offer
for
Cambria Automobiles plc
by
Cambria Bidco Limited
to be effected by means of a scheme of arrangement under Part 26
of the Companies Act 2006
Letter of intent
On 9 June 2021, the boards of Cambria Bidco Limited ("Bidco")
and Cambria Automobiles plc ("Cambria") announced that they had
reached agreement on the terms of a recommended cash offer for the
entire issued and to be issued share capital of Cambria (the
"Acquisition") to be made by Bidco.
The terms and conditions of the Acquisition were set out in the
announcement on 9 June 2021 (the "Recommended Offer
Announcement").
Bidco announced in the Recommended Offer Announcement that it
had received irrevocable undertakings in respect of a total of
20,841,126 Scheme Shares, representing approximately 20.84 per cent
of the Cambria Shares in issue on 8 June 2021, to vote in favour of
the Scheme at the Court Meeting and the resolutions relating to the
Acquisition at the General Meeting.
Following the Recommended Offer Announcement on 9 June 2020,
Bidco has today received a letter of intent from Killik & Co
LLP ("Killik") in respect of 1,847,072 Scheme Shares owned and/or
controlled by it, representing approximately 1.85 per cent. of the
Cambria Shares in issue as at 10 June 2021, to vote in favour of
the Scheme at the Court Meeting and the resolutions relating to the
Acquisition at the General Meeting. The letter of intent relates to
all the Cambria Shares owned and/or controlled by Killik. Killik
has previously made an opening position disclosure in respect of
Cambria Shares owned and/or controlled by it on 2 June 2021 in
accordance with Rule 8 of the Code.
Therefore, Bidco has received irrevocable undertakings or
letters of intent in respect of a total of 22,688,198 Scheme Shares
representing approximately 22.7 per cent. of the existing issued
share capital of Cambria as at 15 June 2021 to vote in favour of
the Scheme at the Court Meeting and the resolutions relating to the
Acquisition at the General Meeting.
Notes
Appendix 3 of the Recommended Offer Announcement contains a
summary of the irrevocable undertakings received by Bidco in
relation to the Acquisition as at the time at which the Recommended
Offer Announcement was made. Copies of the irrevocable undertakings
and letters of intent referred to in this announcement are
available at http://www.cambriaautomobilesplc.com. Capitalised
terms used in this announcement shall have the meanings given to
them in the Recommended Offer Announcement.
Enquiries:
--------------
Bidco Cambria
finnCap (Financial Adviser Rothschild & Co (Financial
to Bidco ) Adviser to Cambria)
Henrik Persson, Emily Watts Ravi Gupta, John Byrne and
and Fergus Sullivan 020 7220 Ricky Paul 020 7280 5000
0500
Zeus Capital Ltd (Joint
Broker to Cambria) Dominic
King 020 7533 7727
Nplus1 Singer Advisory LLP
(Nomad and Joint Broker
to Cambria)
Mark Taylor, Jen Boorer
020 7496 3000
FTI Consulting
Alex Beagley, James Styles,
Sam Macpherson 020 3727
1000
IMPORTANT NOTES
finnCap , which is authorised and regulated in the United
Kingdom by the FCA, is acting as financial adviser exclusively for
Bidco and for no one else in connection with the Offer or other
matters referred to in this Announcement and will not be
responsible to anyone other than Bidco for providing the
protections afforded to its clients nor for providing advice in
relation to the Offer, the contents of this Announcement or any
other matters set out in this Announcement.
Rothschild & Co, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial
adviser under Rule 3 of the Code to Cambria in connection with the
matters set out in this Announcement and for no one else and will
not be responsible to anyone other than Cambria for providing the
protections afforded to its clients or for providing advice in
relation to the matters set out in this Announcement. Neither
Rothschild & Co nor any of its affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Rothschild & Co in
connection with this Announcement, any statement contained herein,
the Offer or otherwise.
Nplus1 Singer Advisory LLP, which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively as nominated
adviser to Cambria and for no one else in connection with the Offer
or other matters referred to in this Announcement and will not be
responsible to anyone other than Cambria for providing the
protections afforded to its clients nor for providing advice in
relation to the Offer, the contents of this Announcement or any
other matters set out in this Announcement.
Zeus Capital, which is authorised and regulated in the United
Kingdom by the FCA, is acting as joint broker to Cambria and for no
one else in connection with the Offer or other matters referred to
in this Announcement and will not be responsible to anyone other
than Cambria for providing the protections afforded to its clients
nor for providing advice in relation to the Offer, the contents of
this Announcement or any other matters set out in this
Announcement.
Overseas shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are not resident in the United
Kingdom or who are subject to the laws of any jurisdiction other
than the United Kingdom (including Restricted Jurisdictions) should
inform themselves about, and observe, any applicable legal or
regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom or who are subject to the
laws of another jurisdiction to participate in the Offer or to vote
their Scheme Shares in respect of the Scheme at the Court Meeting
or in respect of the Resolutions to be proposed at the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the Court Meeting and/or the General Meeting on
their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located or to which they are
subject. Any failure to comply with applicable legal or regulatory
requirements of any jurisdiction may constitute a violation of
securities laws in that 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.
Unless otherwise determined by Bidco or required by the 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 Offer 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.
Copies of this Announcement and any formal documentation
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction or any jurisdiction
where to do so would constitute a violation of the laws of such
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Offer.
If the Offer is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including,
without limitation, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of any Restricted Jurisdiction, and the Offer will not be
capable of acceptance by any such use, means, instrumentality or
facilities or from within any Restricted Jurisdiction.
The availability of the Offer to Scheme Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements. Further details in relation
to Scheme Shareholders in overseas jurisdictions will be contained
in the Scheme Document.
The Offer will be subject to English law and the applicable
requirements of the Court, the Code, the Panel, the London Stock
Exchange, the AIM Rules and the FCA.
Notice to U.S. investors
The Offer relates to shares of a UK company and is proposed to
be effected by means of a scheme of arrangement under the laws of
England and Wales. The companies involved in the Offer are not
United States ("U.S.") companies and are considered "foreign
private issuers" for purposes of applicable U.S. securities laws
(together with regulations, interpretations and guidance,
collectively, "U.S. securities laws"). A transaction effected by
means of a scheme of arrangement involving foreign private issuers
only is not subject to the tender offer rules or the proxy
solicitation rules under the U.S. Exchange Act 1934 ("U.S. Exchange
Act"), if it meets relevant conditions under applicable U.S.
securities laws.
Accordingly, the Offer is subject to the disclosure and
procedural requirements applicable in the UK to schemes of
arrangement that differ materially from the offer, disclosure and
registration requirements under U.S. securities laws, including as
they apply to the offer and sale of securities, tender offers,
going-private transactions and proxy solicitation rules.
Furthermore, the payment and settlement procedure with respect to
the Offer will comply with the relevant rules under the Code, which
differ from U.S. payment and settlement procedures, particularly
with regard to the date of payment of consideration.
However, if Bidco were to elect to implement the Offer by means
of a Takeover Offer, such Takeover Offer would be subject to a
variety of U.S. securities laws and would need to be made in
compliance with all such applicable laws, including applicable
exemptions (if any) under the U.S. Exchange Act or U.S. Securities
Act of 1933 (the "Securities Act") or compliance with all or some
of such U.S. securities laws. Such a Takeover Offer would be made
in the United States by Bidco and no one else, in compliance with
U.S. securities laws, including Section 14(e) of the U.S. Exchange
Act and Regulation 14E thereunder.
In accordance with normal UK practice, Cambria Investments,
Bidco or their nominees or their brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to
purchase, shares or other securities of Cambria outside of the
U.S., other than pursuant to the Offer, until the date on which the
Offer and/or Scheme becomes effective, lapses or is otherwise
withdrawn, in compliance with applicable laws, including the U.S.
securities laws. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases or
arrangements to purchase shall be disclosed as required in the UK,
shall be reported to the Regulatory Information Service and shall
be available on the London Stock Exchange website at
www.londonstockexchange.com.
Neither the New Bidco Shares nor the Consideration Shares issued
under the Alternative Offer will be registered under the U.S.
Securities. Bidco expects to issue the New Bidco Shares in reliance
upon the exemption from the registration requirements of the
Securities Act provided by Section 3(a)(10) thereof or other
applicable exemptions.
The receipt of consideration by a U.S. holder for the transfer
of its Scheme Shares pursuant to the Offer will likely be a taxable
transaction for United States federal income tax purposes. Each
U.S. holder of Scheme Shares is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Offer applicable to such holder, including under applicable U.
S. state and local tax laws, as well as overseas and other tax laws
that may be applicable.
Some or all of Cambria's officers and directors reside outside
the U.S., and some or all of its assets are or may be located in
jurisdictions outside the U.S.. Therefore, investors may have
difficulty effecting service of process within the U.S. upon those
persons or recovering against Cambria or its officers or directors
on judgments of U.S. courts, including judgments based upon the
civil liability provisions of U.S. securities laws. Further, it may
be difficult to compel a non-U.S. company and its affiliates to
subject themselves to a U.S. court's judgment. It may not be
possible to sue Cambria or its officers or directors in a non-U.S.
court for violations of the U.S. securities laws.
Neither the SEC nor any U.S. state securities commission has
approved or disproved or passed judgment upon the fairness or the
merits of the Offer or determined if this Announcement is adequate,
accurate or complete.
Financial information relating to Cambria included in this
Announcement and the Scheme Document has been or will have been
prepared in accordance with IFRS and may not be comparable to the
financial information of U.S. companies or companies whose
financial statements are prepared in accordance with generally
accepted accounting principles in the U.S.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions
relating to persons resident in Restricted Jurisdictions) at
http://www.cambriaautomobilesplc.com by no later than 12 noon
(London time) on the Business Day following this announcement.
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.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
LOIDKABNCBKKBAD
(END) Dow Jones Newswires
June 16, 2021 05:34 ET (09:34 GMT)
Cambria Automobiles (LSE:CAMB)
Historical Stock Chart
From Apr 2024 to May 2024
Cambria Automobiles (LSE:CAMB)
Historical Stock Chart
From May 2023 to May 2024