TIDMDAY
RNS Number : 1831Z
Toscafund Asset Management LLP
09 December 2014
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
9 December 2014
For immediate release
Recommended cash offer for Daisy Group plc BY CHAIN BIDCO
PLC
Offer declared unconditional IN ALL RESPECTS and extension of
the Offer
Introduction
On 20 October 2014, Toscafund Asset Management LLP
("Toscafund"), Penta Capital LLP ("Penta") and Matthew Riley (the
"Consortium") and Daisy Group plc ("Daisy") released an
announcement (the "20 October Announcement") that they had reached
agreement on the terms of a recommended cash offer pursuant to
which Chain Bidco plc ("Bidco") (a newly incorporated company owned
(indirectly) by the Consortium) will acquire the entire issued and
to be issued share capital of Daisy not already owned, or agreed to
be acquired, by Bidco, to be implemented by means of a takeover
offer within the meaning of Part 28 of the Companies Act (the
"Offer").
The full terms and conditions and the procedures for acceptances
of the Offer are set out in full in the offer document published by
Bidco on 17 November 2014 (the "Offer Document"). Terms and
expressions used in this announcement shall, unless the context
otherwise requires, have the same meanings as given to them in the
Offer Document, a copy of which is available on Daisy's website at
www.daisygroupplc.com, Toscafund's website at www.toscafund.com and
Penta's website at www.pentacapital.com.
General Meeting
Bidco notes the announcement by Daisy on 3 December 2014
announcing the passing of the Ordinary Resolution in connection
with the Management Arrangements at the General Meeting held on 3
December 2014.
Level of acceptances
As at 1.00 p.m. (London time) on 8 December 2014, Bidco had
received valid acceptances of the Offer in respect of 122,773,332
Daisy Shares (representing approximately 45.98 per cent. of the
total issued share capital of Daisy and approximately 95.53 per
cent. of the Daisy Shares to which the Offer relates). In addition,
on 8 December 2014 Bidco acquired 138,456,734 Daisy Shares
(representing approximately 51.86 per cent. of the total issued
share capital of Daisy) pursuant to the Share Exchange
Agreement.
Accordingly, on 8 December 2014, Bidco either had acquired or
had received valid acceptances of the Offer in respect of, in
aggregate, 261,230,066 Daisy Shares (representing approximately
97.85 per cent. of the total issued share capital of Daisy).
Offer unconditional in all respects
Bidco announces that all the conditions of the Offer have now
been either satisfied or waived. Accordingly, Bidco is pleased to
announce that the Offer is declared unconditional in all
respects.
Extension of Offer
Bidco further announces that the Offer is being extended and
will remain open for acceptance until further notice.
Daisy Shareholders who have not yet accepted the Offer are urged
to do so as soon as possible.
Further acceptances
The procedure for acceptance of the Offer is set out in
paragraph 16 of Part II of the Offer Document and, in the case of
Daisy Shares in certificated form (that is, not in CREST), in the
Form of Acceptance. To accept the Offer in respect of Daisy Shares
in certificated form, the completed and signed Form of Acceptance
should be returned to Capita Asset Services, the Receiving Agent.
Acceptances in respect of Daisy Shares in uncertificated form
should be made electronically through CREST. CREST sponsored
members should note that only CREST sponsors will be able to send
the necessary TTE Instruction to Euroclear.
Irrevocable undertakings
As at 1.00 p.m. (London time) on 8 December 2014, Bidco had
received valid acceptances of the Offer in respect of 108,816,432
Daisy Shares (representing approximately 40.76 per cent. of the
total issued share capital of Daisy and approximately 84.67 per
cent. of the Daisy Shares to which the Offer relates) from the
following Daisy Shareholders who gave irrevocable undertakings to
do so:
Daisy Shareholder Number of Daisy Shares % of Daisy total
issued share capital
-------------------------- ----------------------- ----------------------
Host Europe (Bermuda)
Limited 36,250,000 13.58%
-------------------------- ----------------------- ----------------------
Invesco Asset Management
Limited 59,295,804 22.21%
-------------------------- ----------------------- ----------------------
Woodford Investment
Management LLP 10,302,031 3.86%
-------------------------- ----------------------- ----------------------
Peter Dubens/HSDL
Nominees Limited 2,916,666 1.09%
-------------------------- ----------------------- ----------------------
Project Consultants
Limited 4,690 0.00%
-------------------------- ----------------------- ----------------------
Steve Smith 47,241 0.02%
-------------------------- ----------------------- ----------------------
As at 1.00 p.m. (London time) on 8 December 2014, Bidco had not
received valid acceptances of the Offer in respect of holdings of
129,912 Daisy Shares (representing approximately 0.05 per cent. of
the total issued share capital of Daisy) which Steve Smith had
irrevocably undertaken to procure.
Interests in Daisy Shares
As at 8 December 2014 (following completion of the transactions
contemplated in the Share Exchange Agreement), Bidco and persons
acting in concert with it had interests in or rights to subscribe
for Daisy Shares as follows:
Name Nature of Interest Number of Daisy % of Daisy total
Shares issued share
capital
------------- -------------------- ---------------- -----------------
Ownership of
Chain Bidco 2 pence ordinary
plc shares 138,456,734 51.86%
------------- -------------------- ---------------- -----------------
Steve Smith LTIP Award 612,777 0.23%
------------- -------------------- ---------------- -----------------
Save as disclosed above, as at 1.00 p.m. (London time) on 8
December 2014, neither Bidco, nor any person acting in concert with
it, was interested in, or had any rights to subscribe for any
relevant securities of Daisy, or had any short position (whether
conditional or absolute and whether in the money or otherwise),
including any short position under a derivative or any arrangement
in relation to any relevant securities of Daisy. For these
purposes, "arrangement" includes any agreement to sell or any
delivery obligation or right to require another person to purchase
or take delivery of any relevant securities of Daisy and any
borrowing or lending of any relevant securities of Daisy which have
not been on-lent or sold and any outstanding irrevocable commitment
or letter of intent with respect to any relevant securities of
Daisy.
Cancellation of admission to trading of the Daisy Shares on
AIM
As set out in the Offer Document, now that the Offer has been
declared unconditional in all respects and Bidco has acquired more
than 75 per cent. of the voting rights attaching to Daisy Shares,
Bidco intends to procure that Daisy applies to the London Stock
Exchange for the cancellation of the admission to trading of the
Daisy Shares on AIM. Bidco anticipates that cancellation of listing
and trading will take place no earlier than 20 January 2015.
Compulsory Acquisition
As set out in the Offer Document, now that the Offer has been
declared unconditional in all respects and Bidco has acquired more
than 90 per cent. of the Daisy Shares to which the Offer relates
and 90 per cent. or more of the voting rights attaching to those
shares, Bidco intends to exercise its rights pursuant to sections
974 to 991 of the Companies Act to acquire compulsorily, on the
same terms as the Offer, the remaining Daisy Shares in respect of
which the Offer has not at such time been accepted.
Director Resignations
As set out in the Offer Document, now that the Offer has been
declared unconditional in all respects and Bidco is commencing the
process to compulsorily acquire the remaining Daisy Shares pursuant
to sections 974 to 991 of the Companies Act, Peter Dubens and the
Non-Executive Directors will resign from their office as directors
of Daisy.
Settlement
Settlement for those Daisy Shareholders who have validly
accepted the Offer by 8 December 2014 will be effected promptly in
accordance with applicable English law and regulation, and in any
event, on or before 22 December 2014.
Settlement for valid acceptances in respect of the Offer
received after 8 December 2014 will be effected promptly after
receipt of that acceptance in accordance with applicable English
law and regulation and, in any event, within 14 days of receipt of
that acceptance.
Responsibility
The Directors of Bidco (whose names are set out in paragraph
2(A) of Appendix III to the Offer Document) accept responsibility
for (i) the information contained in this announcement and the
Offer Document relating to Bidco, themselves and their immediate
families, related persons and trusts connected with them, and (ii)
all other information contained in this announcement and the Offer
Document (other than information for which responsibility is taken
by the Directors of Daisy, the Independent Directors of Daisy, the
Penta Members, Martin Hughes as the individual designated member of
Toscafund and Matthew Riley in his personal capacity, as set out in
paragraph 1 of Appendix III to the Offer Document and in this
section entitled "Responsibility"). To the best of the knowledge
and belief of the Directors of Bidco (who have taken all reasonable
care to ensure that such is the case), the information contained in
this announcement and the Offer Document for which they are
responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Martin Hughes, as the individual designated member of Toscafund,
accepts responsibility for (i) the information contained in this
announcement and the Offer Document relating to Toscafund, himself
and his immediate family, related persons and trusts connected with
him, and (ii) all other information contained in this announcement
and the Offer Document (other than information for which
responsibility is taken by the Directors of Bidco, the Directors of
Daisy, the Independent Directors of Daisy, the Penta Members and
Matthew Riley in his personal capacity, as set out in paragraph 1
of Appendix III to the Offer Document and in this section entitled
"Responsibility"). To the best of the knowledge and belief of
Martin Hughes (who has taken all reasonable care to ensure that
such is the case) the information contained in this announcement
and the Offer Document for which he is responsible is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
The Penta Members (whose names are set out in paragraph 2(C) of
Appendix III to the Offer Document) accept responsibility for (i)
the information contained in this announcement and the Offer
Document relating to Penta, themselves and their immediate
families, related persons and trusts connected with them, and (ii)
all other information contained in this announcement and the Offer
Document (other than information for which responsibility is taken
by the Directors of Bidco, the Directors of Daisy, the Independent
Directors of Daisy, Martin Hughes as the individual designated
member of Toscafund and Matthew Riley in his personal capacity, as
set out in paragraph 1 of Appendix III to the Offer Document and in
this section entitled "Responsibility"). To the best of the
knowledge and belief of the Penta Members (who have taken all
reasonable care to ensure that such is the case) the information
contained in this announcement and the Offer Document for which
they are responsible is in accordance with the facts and does not
omit anything likely to affect the import of such information.
Matthew Riley accepts responsibility for (i) the information
contained in this announcement and the Offer Document relating to
himself and his immediate family, related persons and trusts
connected with him, and (ii) all other information contained in
this announcement and the Offer Document (other than information
for which responsibility is taken by the Directors of Bidco, the
Directors of Daisy, the Independent Directors of Daisy, the Penta
Members and Martin Hughes as individual designated member of
Toscafund, as set out in paragraph 1 of Appendix III to the Offer
Document and in this section entitled "Responsibility"). To the
best of the knowledge and belief of Matthew Riley (who has taken
all reasonable care to ensure that such is the case) the
information contained in this announcement and the Offer Document
for which he is responsible is in accordance with the facts and
does not omit anything likely to affect the import of such
information.
General
In accordance with Rule 30.4 of the Code, this announcement will
be available on on Daisy's website at www.daisygroupplc.com,
Toscafund's website at www.toscafund.com and Penta's website at
www.pentacapital.com by no later than 12.00 noon (London time) on
10 December 2014.
Enquiries:
J.P. Morgan Cazenove (financial adviser to Chain Bidco plc)
Tel: +44 (0) 20 7777 2000
Hugo Baring
James Thomlinson
Christopher Wood
Seán Murphy
Redleaf (media enquiries for Chain Bidco plc)
Tel: +44 (0) 20 7382 4747
Emma Kane
Liberum (Rule 3 Adviser, Nominated Adviser and Corporate Broker
to Daisy)
Tel: +44 (0) 20 3100 2000
Steve Pearce
Neil Patel
Steve Tredget
Oakley Capital Corporate Finance (financial adviser to
Daisy)
Tel: +44 (0) 20 7766 6900
Chris Godsmark
Chris Brooks
Zishaan Arshad
Marc Jones
Redleaf (media enquiries for Daisy)
Tel: +44 (0) 20 7382 4730
Rebecca Sanders-Hewett
Jenny Bahr
Rachael Brown
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as financial
adviser exclusively for Toscafund and Bidco and no-one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters referred to in this announcement and will not be
responsible to anyone other than Toscafund and Bidco for providing
the protections afforded to clients of J.P. Morgan Cazenove, nor
for providing advice in relation to any matter referred to
herein.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Daisy as its adviser for the purposes of Rule 3 of
the Code and for no one else in connection with the Offer and this
announcement and will not be responsible to anyone other than Daisy
for providing the protections afforded to clients of Liberum
Capital nor for providing advice in connection with the Offer or
this announcement or any matter referred to herein.
Oakley Capital Limited is authorised and regulated by the
Financial Conduct Authority. Oakley Capital Limited is acting as
financial adviser exclusively for Daisy and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client nor be responsible to
anyone other than Daisy for providing the protections afforded to
clients of Oakley Capital Limited nor for providing advice in
relation to the matters referred to in this announcement.
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer will be made solely by means
of the Offer Document and, in respect of Daisy Shares held in
certificated form, the Form of Acceptance, which will contain the
full terms and conditions of the Offer, including details of how
the Offer may be accepted. Any decision in respect of, or other
response to, the Offer should be made only on the basis of the
information contained in those documents.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than the United
Kingdom may be restricted by laws and/or regulations of those
jurisdictions. Therefore any persons who are subject to the laws
and regulations of any jurisdiction other than the United Kingdom
should inform themselves about and observe any applicable
requirements in their jurisdiction. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction.
In particular, copies of this announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction. Unless otherwise
permitted by applicable law and regulation, the Offer may not be
made, directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
The receipt of cash pursuant to the Offer by Daisy Shareholders
may be a taxable transaction under applicable national, state and
local, as well as foreign and other tax laws. Each Daisy
Shareholder is urged to consult their independent professional
adviser regarding the tax consequences of accepting the Offer.
This announcement has been prepared for the purpose of complying
with English law and the City Code and the information disclosed
may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside of England and Wales.
Notice to US investors
The Offer will be made for securities in a UK company and Daisy
Shareholders in the United States should be aware that this
announcement, the Offer Document and any other documents relating
to the Offer have been, or will be, prepared in accordance with the
City Code and UK disclosure requirements, format and style, all of
which differ from those in the United States. Daisy's financial
statements, and all financial information that is included in this
announcement or that may be included in the Offer Document or any
other documents relating to the Offer, have been, or will be,
prepared in accordance with International Financial Reporting
Standards adopted by the European Union and therefore may not be
comparable to financial statements of US companies or companies
whose financial statements are prepared in accordance with US
GAAP.
The Offer, if required to be made, will be made in the United
States pursuant to applicable exemptions under the US tender offer
rules and securities laws and otherwise in accordance with the
requirements of the City Code, the Panel and the London Stock
Exchange. Accordingly, the Offer will be subject to disclosure and
other procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and law. In the United States, the Offer
will be made solely by Bidco and not by its financial adviser.
Both Daisy and Bidco are companies incorporated under the laws
of England and Wales. All of the assets of Daisy and Bidco are
located outside of the United States. As a result, it may not be
possible for Daisy Shareholders in the United States to effect
service of process within the United States upon Daisy or Bidco or
their respective officers or directors or to enforce against any of
them judgments of the United States predicated upon the civil
liability provisions of the federal securities laws of the United
States. It may not be possible to sue Daisy or Bidco or their
respective officers or directors in a non-US court for violations
of the US securities laws. There is also a substantial doubt as to
enforceability in the United Kingdom in original actions, or in
actions for the enforcement of judgments of US courts, based on
civil liability provisions of US federal securities laws.
Ends
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPFSSFAAFLSELE
Daisy Grp (LSE:DAY)
Historical Stock Chart
From Dec 2024 to Jan 2025
Daisy Grp (LSE:DAY)
Historical Stock Chart
From Jan 2024 to Jan 2025
