TIDMECSC TIDMTTM
RNS Number : 3981X
ECSC Group PLC
25 April 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY RESTRICTED
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
25 April 2023
ECSC Group plc ("ECSC or the "Company")
Publication of Circular and Notice of General Meeting of ECSC in
connection with the
RECOMMED CASH ACQUISITION
of
ECSC GROUP PLC
by
DAISY CORPORATE SERVICES TRADING LIMITED
to be effected
by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
On 31 March 2023, Daisy Corporate Services Trading Limited
("Daisy") announced that it had reached agreement on the terms and
conditions of a recommended cash acquisition pursuant to which
Daisy will acquire the entire issued and to be issued ordinary
share capital of ECSC (the "Acquisition"). The Acquisition is to be
effected by way of a Court-sanctioned scheme of arrangement (the
"Scheme") under Part 26 of the Companies Act 2006.
Publication and posting of the Scheme Document
ECSC is pleased to announce that the scheme document containing
the full terms and conditions of the Acquisition (the "Scheme
Document") is being published today. The Scheme Document contains,
among other things, a letter from the Chairman of ECSC, an
explanatory statement pursuant to section 897 of the Companies Act
2006, the notices of the Court Meeting and General Meeting, an
expected timetable of principal events and details of the action to
be taken by ECSC Shareholders.
Hard copies of the Scheme Document are being sent to ECSC
Shareholders together with the related Forms of Proxy. Hard copies
of the Scheme Document are also being sent, for information only,
to persons with information rights.
Notices of the Court Meeting and General Meeting and action
required
As described in the Scheme Document, to become Effective, the
Scheme must, amongst other things, be approved at the Court Meeting
by a majority in number of the Scheme Shareholders who are on the
register of members of ECSC at the Scheme Record Time present and
voting (and entitled to vote), whether in person, or by proxy or by
corporate representative (where applicable), representing at least
75 per cent. of the votes attached to the Scheme Shares cast by
those Scheme Shareholders. The Scheme also requires, amongst other
things, the passing at the General Meeting of the Special
Resolution by the requisite majority. The General Meeting is
expected to be held immediately after the Court Meeting. Following
the meetings, the Scheme must be sanctioned by the Court. If the
Scheme becomes Effective, it will be binding on all ECSC
Shareholders, irrespective of whether or not they attended or voted
at the Court Meeting or the General Meeting (and irrespective of
whether or not they voted in favour of the resolutions at such
meetings).
Notices of the Court Meeting and the General Meeting of ECSC,
each of which will be held at the offices of Freeths LLP, One Vine
Street, London, W1J 0AH on 24 May 2023, are set out in the Scheme
Document. The Court Meeting will start at 11:30 a.m. on that date
and the General Meeting at 11:45 a.m. (or as soon thereafter as the
Court Meeting is concluded or adjourned).
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair and reasonable representation of Scheme
Shareholder opinion. Scheme Shareholders are therefore strongly
advised to transmit a proxy appointment and voting instruction
(through CREST or by any other procedure described in the Scheme
Document) or complete and return their Form of Proxy for the Court
Meeting in accordance with the instructions printed on it as soon
as possible. The transmission of a proxy appointment or voting
instruction through CREST or by any other procedure described in
the Scheme Document (or completion and return of the Forms of
Proxy) will not prevent Scheme Shareholders from attending and
voting at the Court Meeting or the General Meeting in person, if
they are entitled to and wish to do so.
The ECSC Directors unanimously recommend that ECSC Shareholders
vote in favour of the Scheme at the Court Meeting and the Special
Resolution to be proposed at the General Meeting, as the ECSC
Directors who hold ECSC Shares have irrevocably undertaken to do in
respect of their own beneficial holdings of ECSC Shares amounting
in aggregate to 2,686,544 ECSC Shares (representing approximately
26.85 per cent. of the issued share capital of ECSC as at the
Latest Practicable Date).
The expected timetable of principal events is below. Scheme
Shareholders should carefully read the Scheme Document in its
entirety before making a decision with respect to the Scheme.
Unless otherwise defined, all capitalised terms in this
announcement (the "Announcement") shall have the same meaning given
to them in the Scheme Document.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on ECSC's and
Daisy's current expected dates for the implementation of the Scheme
and is subject to change. If any of the dates and/or times in this
expected timetable change, the revised dates and/or times will be
notified to ECSC Shareholders by announcement through a Regulatory
Information Service of the London Stock Exchange.
Event Time and/or date
Publication of the Scheme Document 25 April 2023
Latest time for lodging forms of proxy for the:
Court Meeting (BLUE form) 11:30 a.m. on 22 May 2023
General Meeting (WHITE form) 11:45 a.m. on 22 May 2023
Voting Record Time 6:30 p.m. on 22 May 2023
Court Meeting 11:30 a.m. on 24 May 2023
General Meeting 11:45 a.m. on 24 May 2023
The following dates are indicative only and are subject to
change
Sanction Hearing (to sanction the Scheme) 20 June 2023
Last day of dealings in, and for the registration of transfers of, and 21 June 2023
disablement in CREST,
of ECSC Shares
Scheme Record Time 6:00 p.m. on 21 June 2023
Suspension of trading of, and dealings in, ECSC Shares on AIM 7:30 a.m. on 22 June 2023
Effective Date 22 June 2023
Cancellation of admission to trading of ECSC Shares on AIM 7:00 a.m. on 23 June 2023
Latest date for dispatch of cheques, and crediting of CREST accounts and Within 14 days of the Effective Date
processing electronic
transfers due under the Scheme
Long Stop Date 5:00 p.m. on 31 July 2023
Enquiries:
ECSC Group plc
Ian Mann, Executive Chairman Tel: +44 (0) 1274 736
223
Matthew Briggs, Chief Executive Officer
Allenby Capital Limited (Rule 3 adviser,
Nominated Adviser and Corporate Broker
to ECSC)
David Hart / Nick Athanas / Piers Tel: +44 (0) 203 328
Shimwell / Dan Dearden-Williams (Corporate 5656
Finance)
Tony Quirke (Sales and Corporate Broking)
Press enquiries
Clare Macdonald, Marketing Director Tel: +44 (0) 1274 736
223
Media enquiries for Daisy
Michelle Brodrick Tel: +44 (0) 0333 015
7141
Ernst & Young LLP (Financial adviser to Daisy)
Tel: +44 (0) 20 7951
Richard Pulford / Tom Watson/ Chinmay 2000
Punekar / William Farrow (Corporate
Finance)
DWF Law LLP is providing legal advice to Daisy. Freeths LLP is
providing legal advice to ECSC.
Important Notices
Allenby Capital Limited ("Allenby"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for ECSC and no one else in connection with the Acquisition and
will not be responsible to anyone other than ECSC for providing the
protections afforded to clients of Allenby, or for providing advice
in connection with the Acquisition or any matter referred to
herein. Neither Allenby 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 Allenby in connection with
this document, any statement contained herein or otherwise.
Ernst & Young ("EY"), which is authorised and regulated by
the FCA in the United Kingdom is acting exclusively as financial
adviser to Daisy and for no one else in connection with the
Acquisition and will not be responsible to anyone other than to
Daisy for providing the protections afforded to clients of EY nor
for providing advice in connection with the Acquisition, the
contents of this document or any matter or arrangement referred to
herein. Neither EY 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 EY in connection with this
document, any statement contained herein 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
Acquisition or otherwise. The Acquisition will be made solely
through the Scheme Document and the accompanying forms of proxy (or
by any other document by which the acquisition is made), which will
together contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any
decision in respect of, or other response to, the Acquisition
should be made only on the basis of the information contained in
the Scheme Document or any document by which the Acquisition is
made.
This announcement has been prepared in connexion with proposals
in relation to a scheme of arrangement pursuant to and for the
purposes of complying with English law and the City Code on
Takeovers and Mergers (the "Code") and 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 England. Nothing in this announcement should
be relied on for any other purpose.
Overseas jurisdictions
The release, publication or distribution of this document in or
into certain jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore any
persons into whose possession this document comes should inform
themselves of, and observe, such restrictions. Unless otherwise
determined by Daisy or required by the Code, and permitted by
applicable law and regulation, the Acquisition 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 means from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction. Accordingly, copies of this document and all
documents relating to the Acquisition are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this document and all documents relating to the
Acquisition (including custodians, nominees and trustees) must not
mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction. The availability of the Acquisition to ECSC
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. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person. If the Acquisition is implemented by way of a
Takeover Offer then (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, email,
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or any facility or a national, state or
other securities exchange of any Restricted Jurisdiction and the
Takeover Offer will not be capable of acceptance by any such use,
means or instrumentality or from within any Restricted
Jurisdiction. The Acquisition shall be subject to the applicable
requirements of the Code, the Panel, the London Stock Exchange, the
FCA, the AIM Rules and the Registrar of Companies. Further details
in relation to Overseas Shareholders are contained in paragraph 15
of Part 2 (Explanatory Statement) of this document.
Forward looking statements
This document (including information incorporated by reference
in this document), oral statements made regarding the Acquisition,
and other information published by Daisy, ECSC, any member of the
Wider Daisy Group or any member of the Wider ECSC Group may contain
statements which are, or may be deemed to be, "forward looking
statements". Forward looking statements are prospective in nature
and are not based on historical facts, but rather on current
expectations and projections about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward looking statements. The forward looking statements
contained in this document include statements relating to the
expected effects of the Acquisition on Daisy, ECSC, any member of
the Wider Daisy Group or any member of the Wider ECSC Group
(including their future prospects, developments and strategies),
the expected timing and scope of the Acquisition and other
statements other than historical facts. Often, but not always,
forward looking statements can be identified by the use of forward
looking words such as "prepares", "plans", "expects" or "does not
expect", "is expected", "is subject to", "budget", "projects",
"synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "intends", "cost-saving", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or statements that certain actions, events or results
"may", "could", "should", "would", "might" or "will" be taken,
occur or be achieved. 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 Daisy's, ECSC's, any
member of the Wider Daisy Group's or any member of the Wider ECSC's
operations 3 and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions
and governmental regulation on Daisy's, ECSC's, any member of the
Wider Daisy Group's or any member of the Wider ECSC's business.
Although Daisy and ECSC believe that the expectations reflected in
such forward looking statements are reasonable, Daisy, ECSC, the
Wider Daisy Group and the Wider ECSC Group can give no assurance
that such expectations will prove to be correct. By their nature,
forward looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward looking statements. These
factors include, but are not limited to: the ability to complete
the Acquisition; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other Conditions;
changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future
exchange and interest rates; changes in tax rates; future business
combinations or disposals; changes in general economic and business
conditions; changes in the behaviour of other market participants;
the anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market
conditions in the countries in which Daisy, ECSC, the Wider Daisy
Group and/or the Wider ECSC Group operate; weak, volatile or
illiquid capital and/or credit markets; changes in the degree of
competition in the geographic and business areas in which Daisy,
ECSC, the Wider Daisy Group and/or the Wider ECSC Group operate;
and changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results
to differ materially from those expected, estimated or projected in
the forward looking statements. If any one or more of these risks
or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward looking
statements should therefore be construed in the light of such
factors. Neither Daisy, ECSC, the Wider Daisy Group nor the Wider
ECSC Group, nor any of their respective associates or directors,
officers or advisers, provide any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward looking statements in this document will actually
occur. Given these risks and uncertainties, potential investors are
cautioned not to place any reliance on these forward looking
statements. Specifically, statements of estimated cost savings and
synergies related to future actions and circumstances which, by
their nature, involve risks, uncertainties and contingencies. As a
result, the cost savings and synergies referred to may not be
achieved, may be achieved later or sooner than estimated, or those
achieved could be materially different from those estimated. Other
than in accordance with their legal or regulatory obligations,
neither Daisy, ECSC, the Wider Daisy Group nor the Wider ECSC Group
is under any obligation, and each such person expressly disclaims
any intention or obligation to update or revise any forward looking
statements, whether as a result of new information, future events
or otherwise.
No profit forecasts, estimates or quantified benefits
statements
No statement in this document, or incorporated by reference in
this document, is intended as a profit forecast, profit estimate or
quantified benefits statement for any period and no statement in
this document should be interpreted to mean that earnings or
earnings per share for Daisy or ECSC, as appropriate, for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for Daisy
or ECSC, as appropriate
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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 Code, any
person who is, or becomes, interested in 1 per cent. 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 p.m. (London time) on the business day following
the date of the relevant dealing. 5 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 Takeover 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.
Publication on website
A copy of this document, together with all information
incorporated by reference into this document, will be available,
free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions on ECSC's website at
https://investor.ecsc.co.uk. Save as expressly referred to in this
document, the content of ECSC's website is not incorporated into,
nor forms part of, this document.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Acquisition is
entitled to receive such documents in hard copy form free of
charge. A person may also request that all future documents,
announcements and information in relation to the Acquisition are
sent to them in hard copy form. A hard copy of this document may be
requested by contacting ECSC's Registrars on +44 (0)371 384 2050.
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. The helpline is open between 8.30
a.m. and 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales. Please note that the Company's Registrars cannot
provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
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END
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