TIDMHWSL
RNS Number : 7329T
Cubitt Trade Holdings LLC
22 July 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
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 OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
22 JULY 2020
RECOMMED CASH ACQUISITION OF
HWSI REALISATION FUND LIMITED
BY
CUBITT TRADE HOLDINGS LLC
Summary
-- The boards of directors of HWSI Realisation Fund Limited
(HWSIL) and Cubitt Trade Holdings LLC (Bidco) announce that they
have reached agreement on the terms of a recommended cash offer to
be made by Bidco for the entire issued and to be issued ordinary
share capital of HWSIL.
-- It is intended that the Offer will be implemented by way of a
Court-sanctioned scheme of arrangement under Part VIII of the
Companies Law of Guernsey (the Scheme).
-- Under the terms of the Offer, Scheme Shareholders will be entitled to receive:
55.5 pence in cash for each Scheme Share
-- The terms of the Offer value HWSIL's entire issued and to be
issued ordinary share capital at approximately GBP79,642,300 and
represent:
o a premium of approximately 91.38 per cent. to the Closing
Price per HWSIL Share of 29.00 pence on 21 July 2020 (being the
last Business Day before the date of this Announcement); and
o a discount of approximately 11.00 per cent. to the published
NAV per HWSIL Share of 62.36 pence on 30 June 2020 (being the date
of the latest NAV published by HWSIL prior to the commencement of
the Offer Period).
Information on Bidco
-- Bidco, a Delaware limited liability company, was established
in April 2020 for the principal purpose of acquiring and acting as
a holding company for companies incorporated in the United
Kingdom.
-- Bidco is directly wholly-owned by PETRA Group Holdings
Limited, a Cayman Islands limited liability company. PETRA Group
Holdings Limited is wholly-owned by BlueCompass Management Partners
LP, a Cayman Islands limited partnership.
-- The PETRA Group is a privately held independent group that
was founded in 2011. It is in the business of acquiring non-bank
financial firms and then funding and managing those firms
post-acquisition. Since its establishment, the PETRA Group has
successfully completed over ten acquisitions in the United Kingdom,
North America and South America, including the acquisition in
November 2019 of Pulse Factoring Solutions Limited, which is a
customer of the Company.
-- The PETRA Group is majority owned and controlled by the
founders and its management team. The founders are also the sole
directors of Bidco and PETRA Group Holdings Limited and, together
with the management team, are based in London and New York. Prior
to establishing the PETRA Group, the founders were senior managing
directors at bulge bracket investment banks working predominantly
in capital markets.
Strategic Rationale
-- The strategy of Bidco and the PETRA Group is to acquire, fund
and manage non-bank financial firms with a particular focus on
acquiring loan or credit portfolios. The proposed acquisition of
the Company would enable the PETRA Group to acquire, in one
consolidated transaction, a sizeable portfolio of credit assets
fitting its investment strategy.
-- The PETRA Group noted with interest the Company's
announcement on 10 February 2020 of its intention to dispose of its
assets and to return cash to its HWSIL Shareholders. The PETRA
Group was familiar with the Company having previously acquired
Pulse Factoring Solutions Limited, a customer of the Company.
-- Bidco believes that the Offer presents a compelling
opportunity for HWSIL Shareholders to receive a cash return from
their investment at a valuation closely reflecting the Company's
Net Asset Value, significantly accelerating the speed of that
return and enhancing its certainty above that which could
realistically be achievable by means of existing arrangements.
-- The PETRA Group intends to consolidate the Company within its
existing operations following completion of the Offer and to
actively manage the portfolio with a view to running it as part of
a going concern.
Irrevocable Undertakings
-- Bidco has received irrevocable undertakings to vote or
instruct (and use all reasonable endeavours to procure) votes to
approve the Scheme at the Court Meeting and in favour of the
Special Resolution to be passed at the General Meeting (or in the
event that the Offer is implemented by way of a Takeover Offer, to
accept or instruct (and use all reasonable endeavours to procure)
acceptance of the Takeover Offer) from each of the HWSIL Directors
that holds HWSIL Shares in respect of their own holdings being, in
aggregate, 224,436 HWSIL Shares, representing approximately 0.16
per cent. of the issued share capital of HWSIL (excluding HWSIL
Shares held as treasury shares) as at 21 July 2020 (being the last
practicable date prior to the date of this Announcement).
-- In addition to the irrevocable undertakings given by the
HWSIL Directors referred to above, Bidco has received irrevocable
undertakings to vote or procure votes to approve the Scheme at the
Court Meeting and in favour of the Special Resolution to be passed
at the General Meeting (or in the event that the Offer is
implemented by way of a Takeover Offer, to accept or procure
acceptance of the Takeover Offer) from six HWSIL Shareholders in
respect of a total of 108,077,963 HWSIL Shares, representing
approximately 75.32 per cent. of the issued share capital of HWSIL
(excluding HWSIL Shares held as treasury shares) as at 21 July 2020
(being the last practicable date prior to the date of this
Announcement).
-- Therefore, as at the date of this Announcement, Bidco has
received irrevocable undertakings in respect of a total of
108,302,399 HWSIL Shares representing approximately 75.48 per cent.
of the issued share capital of HWSIL (excluding HWSIL Shares held
as treasury shares) as at 21 July 2020 (being the last practicable
date prior to the date of this Announcement).
-- Further details of the irrevocable undertakings are set out
in Appendix III to this Announcement.
Recommendation
-- The HWSIL Directors, who have been so advised by Winterflood
as to the financial terms of the Offer, consider the terms of the
Offer to be fair and reasonable. Winterflood is providing
independent financial advice to the HWSIL Directors for the
purposes of Rule 3 of the Code. In providing their advice to the
HWSIL Directors, Winterflood has taken into account the commercial
assessments of the HWSIL Directors.
-- Accordingly, the HWSIL Directors intend to recommend
unanimously that HWSIL Shareholders vote or procure votes in favour
of the resolutions relating to the Scheme at the Meetings or in the
event that the Offer is implemented by way of a Takeover Offer,
HWSIL Shareholders accept or procure acceptance of the Takeover
Offer, as the HWSIL Directors who hold HWSIL Shares have each
irrevocably undertaken to do or instruct be done (and use all
reasonable endeavours to procure) in respect of their entire
beneficial holdings of 224,436 HWSIL Shares, in aggregate,
representing approximately 0.16 per cent. of the issued share
capital of HWSIL as at 21 July 2020 (being the last practicable
date prior to the date of this Announcement).
General
-- It is intended that the Offer will be implemented by means of
the Scheme, further details of which are contained in the full text
of this Announcement and will be set out in the Scheme Document.
However, Bidco reserves the right, with the consent of the Panel,
to implement the Offer by way of a Takeover Offer.
-- The Offer will be subject to the Conditions and certain
further terms set out in Appendix I, including, among other things:
(i) the approval of Scheme Shareholders at the Court Meeting and
the passing of the Special Resolution by HWSIL Shareholders at the
General Meeting; (ii) the sanction of the Scheme by the Court; and
(iii) the Scheme becoming Effective no later than the Long Stop
Date. In order to become Effective, the Scheme must be approved by
a majority in number representing not less than 75 per cent. in
value of the Scheme Shareholders (or the relevant class or classes
thereof, if applicable) in each case present, entitled to vote and
voting, either in person or by proxy, at the Court Meeting and at
any separate class meeting which may be required by the Court or at
any adjournment of such meeting.
-- If any dividend and/or other distribution and/or return of
capital is announced, declared, made, payable or paid in respect of
the HWSIL Shares on or after the date of this Announcement and with
a record date prior to the Effective Date, Bidco reserves the right
to reduce the consideration payable in respect of each HWSIL Share
by the amount of all or part of any such dividend or distribution
or return of capital. If Bidco exercises this right or makes such a
reduction in respect of any dividend and/or other distribution
and/or return of capital that has not been paid, HWSIL Shareholders
will be entitled to receive and retain that dividend or
distribution or return of capital. If any such dividend or
distribution occurs, any reference in this Announcement to the
consideration payable shall be deemed to be a reference to the
consideration as so reduced. To the extent that any such dividend,
distribution or other return of capital has been declared, paid,
made or is payable, or is or shall be (i) transferred pursuant to
the Offer on a basis which entitles Bidco to receive the dividend,
distribution or return of capital and to retain it; or (ii)
cancelled, the consideration payable shall not be subject to change
in accordance with this paragraph.
-- Further details of the Offer will be contained in the Scheme
Document which is intended to be posted to HWSIL Shareholders along
with notices of the Court Meeting and General Meeting and the Forms
of Proxy as soon as practicable.
-- The Scheme is expected to become Effective in the third
quarter of 2020, subject to the satisfaction or waiver of the
Conditions set out in Appendix I.
-- Commenting on the Offer, Jason Tilroe, Chief Executive
Officer of the PETRA Group, said:
"We are excited that our proposal has been recommended by the
Board. We are committed to providing unique financing solutions for
UK SMEs and believe that an acquisition of HWSIL would help us to
do so. The markets remain challenged and uncertain for many SMEs.
We will continue to expand our UK investments through acquisitions,
strategic partnerships and organically, one client at a time."
-- Commenting on the Offer, David Warr, the Chairman of the Board of HWSIL, said:
"Following HWSIL entering into managed wind-down earlier this
year, it was expected that cash would be returned to HWSIL
Shareholders as loans matured or were realised. The Offer provides
HWSIL Shareholders with a cash alternative at an attractive value
in a significantly shorter timeframe than possible under a managed
wind-down. It eliminates any risks associated with an ongoing
exposure to HWSIL's portfolio and any challenges associated with
managing HWSIL during the latter stages of the managed wind-down
process. In aggregate, with the 19 pence per HWSIL Share returned
to HWSIL Shareholders in April 2020, the offer will result in HWSIL
Shareholders having received 74.5 pence per Share since HWSIL
adopted a managed wind-down strategy and will provide a clean exit
for HWSIL Shareholders through a single transaction."
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement (including its
Appendices).
The Offer will be subject to the Conditions set out in Appendix
I, and to the full terms and conditions which will be set out in
the Scheme Document. Appendix II contains the bases and sources of
certain information used in this Announcement. Appendix III
contains details of the irrevocable undertakings received in
relation to the Offer that are referred to in this Announcement.
Appendix IV contains definitions of certain terms used in this
Announcement.
Enquiries:
Winterflood (Financial Adviser to HWSIL) 020 3100 0000
Neil Langford / Neil Morgan
Bidco c/o finnCap
Russell Schreiber
finnCap (Financial Adviser to Bidco) 020 7220 0500
Henrik Persson / Giles Rolls / Matthew Radley
Crowell & Moring and Ogier (Guernsey) LLP are providing
legal advice to Bidco. Bryan Cave Leighton Paisner LLP and Carey
Olsen (Guernsey) LLP are providing legal advice to HWSIL.
Important notices relating to financial advisers
Winterflood is authorised and regulated in the United Kingdom by
the FCA. Winterflood is acting as financial adviser exclusively for
HWSIL and no one else in connection with the matters set out in
this Announcement and will not be responsible to anyone other than
HWSIL for providing the protections afforded to clients of
Winterflood nor for providing advice in relation to the potential
transaction or any other matters referred to in this Announcement.
Neither Winterflood 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 Winterflood in connection with
this Announcement, any statement contained herein or otherwise.
finnCap is authorised and regulated in the United Kingdom by the
FCA. finnCap is acting as financial adviser exclusively for Bidco
and no one else in connection with the matters set out in this
Announcement and will not be responsible to anyone other than Bidco
for providing the protections afforded to clients of finnCap nor
for providing advice in relation to the potential transaction or
any other matters referred to in this Announcement. Neither finnCap
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 finnCap in connection with this Announcement, any
statement contained herein or otherwise.
Further Information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or an invitation to purchase, otherwise acquire or
subscribe for or dispose 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 by the Scheme Document (or
in the event that the Offer is to be implemented by means of a
Takeover Offer, the offer document), which will contain the full
terms and conditions of the Offer, including details of how to vote
in respect of the Scheme. Any voting decision or response in
relation to the Offer should be made solely on the basis of the
Scheme Document.
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
This Announcement has been prepared for the purpose of complying
with Guernsey law, English law and the 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 England or Guernsey.
Overseas Shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom or Guernsey may be
restricted by law and therefore any persons who are not resident in
the United Kingdom or Guernsey or who are subject to the laws of
any jurisdiction other than the United Kingdom or Guernsey
(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 Guernsey 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 to execute and deliver Forms of Proxy appointing
another person to vote at the Court 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.
The Offer will be subject to the applicable requirements of the
Companies Law of Guernsey, the Court (as a result of HWSIL being
incorporated in Guernsey) and the GFSC (as a result of HWSIL being
a registered closed-ended investment company in Guernsey), with the
applicable requirements of English law, Guernsey law, the Code, the
Panel, the London Stock Exchange and the FCA (as a result of HWSIL
being listed on the London Stock Exchange).
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 HWSIL Shareholders who are not
resident in the United Kingdom or Guernsey may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom or Guernsey
should inform themselves of, and observe, any applicable
requirements. Further details in relation to HWSIL Shareholders in
overseas jurisdictions will be contained in the Scheme
Document.
Notice to U.S. investors in HWSIL
The Offer relates to the shares of a Guernsey company and is
being made by means of a scheme of arrangement provided for under
Part VIII of the Companies Law of Guernsey. The Offer, implemented
by way of a scheme of arrangement is not subject to the tender
offer rules or the proxy solicitation rules under the U.S. Exchange
Act, as amended. Accordingly, the Offer is subject to the
disclosure requirements and practices applicable to a scheme of
arrangement involving a target company in Guernsey listed on the
London Stock Exchange, which differ from the disclosure
requirements of the U.S. tender offer and proxy solicitation rules.
If, in the future, Bidco exercises its right to implement the Offer
by way of a Takeover Offer and determines to extend the Takeover
Offer into the U.S., the Offer will be made in compliance with
applicable U.S. laws and regulations.
Neither the SEC nor any U.S. state securities commission has
approved or disapproved or passed judgment upon the fairness or the
merits of the Offer or determined if this Announcement is adequate,
accurate or complete. Any representation to the contrary is a
criminal offence in the U.S.
HWSIL is incorporated under the laws of Guernsey. In addition,
some or all of its 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 HWSIL or its officers or directors on
judgments of U.S. courts, including judgments based upon the civil
liability provisions of the U.S. federal 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 HWSIL or its officers or directors in a non-US
court for violations of the U.S. securities laws.
Forward Looking Statements
This Announcement contains certain forward-looking statements
with respect to Bidco and HWSIL. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use
words such as, without limitation, "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "aim",
"will", "may", "hope", "continue", "would", "could" or "should" or
other words of similar meaning or the negative thereof.
Forward-looking statements include, but are not limited to,
statements relating to the following: (i) future capital
expenditures, expenses, revenues, economic performance, financial
conditions, dividend policy, losses and future prospects, (ii)
business and management strategies and the expansion and growth of
the operations of Bidco or HWSIL, and (iii) the effects of
government regulation on the business of Bidco or HWSIL. There are
many factors which could cause actual results to differ materially
from those expressed or implied in forward looking statements.
Among such factors are changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business combinations or disposals. Such statements are qualified
in their entirety by the inherent risks and uncertainties
surrounding future expectations.
These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the
future. Except as expressly provided in this document, they have
not been reviewed by the auditors of Bidco or HWSIL. By their
nature, these forward-looking statements involve known and unknown
risk and uncertainties because they relate to events and depend on
circumstances that will occur in the future. The factors described
in the context of such forward-looking statements in this
Announcement may cause the actual results, performance or
achievements of any such person, or industry results and
developments, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. No assurance can be given that such
expectations will prove to have been correct and persons reading
this Announcement are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at
the date of this Announcement. None of Bidco, HWSIL, nor their
respective members, directors, officers or employees, advisers or
any person acting on their behalf, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur.
None of Bidco, HWSIL or their respective members, directors,
officers, employees, advisers and any person acting on behalf of
one or more of them undertakes any intention or obligation to
update publicly or revise forward-looking statements, whether as a
result of new information, future events or otherwise, except to
the extent legally required. All subsequent oral or written
forward-looking statements attributable to Bidco or HWSIL or any
persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above.
No member of the Bidco Group, any member of the HWSIL Group, nor
any of their respective associates, directors, officers, employees
or advisers, provides any representation, assurance or guarantee
that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for Bidco or HWSIL for any period and no
statement in this Announcement should be interpreted to mean that
earnings or earnings per HWSIL Share for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per HWSIL Share.
Publication on website
A copy of this Announcement and the documents required to be
published pursuant to Rule 26.1 and Rule 26.2 of the Code will be
made available (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions) free of charge, on HWSIL's
website at https://hadrianswallcapital.com/fund/ by no later than
12 noon London time on the Business Day following the date of this
Announcement.
Neither the contents of this website nor the content of any
other website accessible from hyperlinks on such website is
incorporated into, or forms part of, this Announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled
may request a copy of this Announcement (and any information
incorporated into it by reference to another source) in hard copy
form free of charge. A person may also request that all future
documents, announcements and information sent to that person in
relation to the Offer should be in hard copy form. For persons who
have received a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not
be sent to you unless you have previously notified HWSIL's
registrar, Link Asset Services that you wished to receive all
documents in hard copy form or unless requested in accordance with
the procedure set out below.
If you would like to request a hard copy of this Announcement
from HWSIL please contact HWSIL's registrar, Link Asset Services,
at 34 Beckenham Road, Beckenham, Kent, BR3 4TU, or on 0371 664 0300
or on +44 (0) 371 664 0300 (if calling from outside the U.K.).
Information relating to HWSIL Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by HWSIL Shareholders and other relevant
persons for the receipt of communications from HWSIL may be
provided to Bidco during the Offer Period as required under Section
4 of Appendix 4 of the Code in order to comply with Rule 2.11(c) of
the Code.
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.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one 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 (as
defined in the Code) 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 (as defined in the Code) 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 one 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,
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 (as defined in the Code) 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 T able 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
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 OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
22 JULY 2020
RECOMMED CASH ACQUISITION OF
HWSI REALISATION FUND LIMITED
BY
CUBITT TRADE HOLDINGS LLC
1. Introduction
The boards of directors of HWSI Realisation Fund Limited (HWSIL)
and Cubitt Trade Holdings LLC (Bidco) announce that they have
reached agreement on the terms of a recommended cash offer to be
made by Bidco for the entire issued and to be issued ordinary share
capital of HWSIL.
2. The Offer
Under the terms of the Offer, which will be subject to
satisfaction (or waiver) of the Conditions and certain further
terms set out in Appendix I and to the full terms and conditions
which will be set out in the Scheme Document, Scheme Shareholders
will be entitled to receive:
55.5 pence in cash for each Scheme Share
The terms of the Offer value HWSIL's entire issued and to be
issued ordinary share capital at approximately GBP79,642,300 and
represent:
o a premium of approximately 91.38 per cent. to the Closing
Price per HWSIL Share of 29.00 pence on 21 July 2020 (being the
last Business Day before the date of this Announcement); and
o a discount of approximately 11.00 per cent. to the published
NAV per HWSIL Share of 62.36 pence on 30 June 2020 (being the date
of the latest NAV published by HWSIL prior to the commencement of
the Offer Period).
If any dividend or other distribution or return of capital is
announced, declared, made, payable or paid in respect of the HWSIL
Shares on or after the date of this Announcement and with a record
date prior to the Effective Date, Bidco reserves the right to
reduce the consideration payable in respect of each HWSIL Share by
the amount of all or part of any such dividend or distribution or
return of capital. If Bidco exercises this right or makes such a
reduction in respect of a dividend or other distribution or return
of capital that has not been paid, HWSIL Shareholders will be
entitled to receive and retain that dividend or distribution or
return of capital. If any such dividend or distribution occurs, any
reference in this Announcement to the consideration payable shall
be deemed to be a reference to the consideration as so reduced. To
the extent that any such dividend, distribution or other return of
capital has been declared, paid, made or is payable, or is or shall
be (i) transferred pursuant to the Offer on a basis which entitles
Bidco to receive the dividend, distribution or return of capital
and to retain it; or (ii) cancelled, any reference in this
Announcement to the consideration payable shall not be subject to
change in accordance with this paragraph.
The Offer will be subject to the Conditions and certain further
terms set out in Appendix I, including, among other things: (i) the
approval of Scheme Shareholders at the Court Meeting and the
passing of the Special Resolutions by HWSIL Shareholders at the
General Meeting; (ii) the sanction of the Scheme by the Court; and
(iii) the Scheme becoming Effective no later than the Long Stop
Date. In order to become Effective, the Scheme must be approved by
a majority in number representing not less than 75 per cent. in
value of the Scheme Shareholders (or the relevant class or classes
thereof, if applicable) in each case present, entitled to vote and
voting, either in person or by proxy, at the Court Meeting and at
any separate class meeting which may be required by the Court or at
any adjournment of such meeting.
The HWSIL Shares will be acquired by Bidco fully paid and free
from all liens, equitable interests, charges, encumbrances, rights
of pre-emption and any other third party rights or interests
whatsoever and together with all rights existing at the date of
this Announcement or thereafter attaching thereto, including
(without limitation) the right to receive and retain, in full, all
dividends and other distributions (if any) declared, made or paid
or any other return of capital (whether by way of reduction of
share capital or share premium account or otherwise) made on or
after the Effective Date in respect of the HWSIL Shares (other than
any dividend, distribution or return of capital in respect of which
a corresponding reduction in the consideration per HWSI Share has
been made as described above).
3. Information on Bidco
Bidco, a Delaware limited liability company, was established in
April 2020 for the principal purpose of acquiring and acting as a
holding company for companies incorporated in the United
Kingdom.
Bidco is directly wholly-owned by PETRA Group Holdings Limited,
a Cayman Islands limited liability company. PETRA Group Holdings
Limited is wholly-owned by BlueCompass Management Partners LP, a
Cayman Islands limited partnership.
The PETRA Group is a privately held independent group that was
founded in 2011. It is in the business of acquiring non-bank
financial firms and then funding and managing those firms
post-acquisition. Since its establishment, the PETRA Group has
successfully completed over ten acquisitions in the United Kingdom,
North America and South America, including the acquisition in
November 2019 of Pulse Factoring Solutions Limited, which is a
customer of the Company.
The PETRA Group is majority owned and controlled by the founders
and its management team. The founders are also the sole directors
of Bidco and PETRA Group Holdings Limited and, together with the
management team, are based in London and New York. Prior to
establishing the PETRA Group, the founders were senior managing
directors at bulge bracket investment banks working predominantly
in capital markets.
4. Background to and reasons for the Offer, and strategic plans
and intentions with regard to assets
As set out above, the strategy of Bidco and the PETRA Group is
to acquire, fund and manage non-bank financial firms with a
particular focus on acquiring loan or credit portfolios. The
proposed acquisition of the Company would enable the PETRA Group to
acquire, in one consolidated transaction, a sizeable portfolio of
credit assets fitting its investment strategy.
The PETRA Group noted with interest the Company's announcement
on 10 February 2020 of its intention to dispose of its assets and
to return cash to its HWSIL Shareholders. The PETRA Group was
familiar with the Company having previously acquired Pulse
Factoring Solutions Limited, a customer of the Company.
Bidco believes that the Offer presents a compelling opportunity
for HWSIL Shareholders to receive a cash return from their
investment at a valuation closely reflecting the Company's Net
Asset Value, significantly accelerating the speed of that return
and enhancing its certainty above that which could realistically be
achievable by means of existing arrangements.
The PETRA Group intends to consolidate the Company within its
existing operations following completion of the Offer and to
actively manage the portfolio with a view to running it as part of
a going concern. The Company has no employees and therefore does
not operate any pension scheme, nor does it have any arrangement in
place for any employee involvement in its capital. The Company has
no fixed assets, place of business, research and development
function or headquarters or headquarters functions.
Bidco intends to delist the Company following completion of the
Offer. Consequently, the Company will not require listed company
governance structures and accordingly it is intended that David
Warr, John Falla, Brett Miller and Nigel Ward will cease to be
directors of the Company following the Effective Date.
Bidco intends to discuss future investment advisory arrangements
with the current investment adviser of HWSIL as soon as practicable
with a view to achieving optimal value and continuity of service.
However, Bidco notes that the Company served notice of termination
of the investment advisory agreement on 19 February 2020, such
termination to take effect 12 months thereafter. Until these
discussions with the Company's investment adviser have been held,
Bidco is unable to assess the impact of the Offer on persons
employed by the investment adviser's group whose principal role is
the carrying out of activities on behalf of HWSIL.
The Offer is not expected to have any material impact on the
PETRA Group or its existing business.
5. Recommendation
The HWSIL Directors, who have been so advised by Winterflood as
to the financial terms of the Offer, consider the terms of the
Offer to be fair and reasonable. Winterflood is providing
independent financial advice to the HWSIL Directors for the
purposes of Rule 3 of the Code. In providing their advice to the
HWSIL Directors, Winterflood have taken into account the commercial
assessments of the HWSIL Directors.
Accordingly, the HWSIL Directors intend to recommend unanimously
that HWSIL Shareholders vote or procure votes in favour of the
resolutions relating to the Scheme at the Meetings or, in the event
that the Offer is implemented by way of a Takeover Offer, HWSIL
Shareholders accept or procure acceptance of the Takeover Offer, as
the HWSIL Directors who hold HWSIL Shares have each irrevocably
undertaken to do or instruct be done (and use all reasonable
endeavours to procure) in respect of their entire beneficial
holdings of 224,436 HWSIL Shares, in aggregate, representing
approximately 0.16 per cent. of the issued share capital of HWSIL
as at 21 July 2020 (being the last practicable date prior to the
date of this Announcement).
6. Portfolio carrying value and NAV per HWSIL Share as at 30 June 2020
Portfolio carrying value
HWSIL holds a portfolio of loans, each of which is held at
amortised cost adjusted for any provisions required under IFRS 9.
The amortised cost is broadly the principal balance outstanding
("PBO") on the loan due to HWSIL, although there are certain
differences between the PBO and amortised cost due to the
applicable accounting standards. The amortised cost can be
calculated at any valuation date on the basis of the initial loan,
the agreed interest rate(s), the term of the loan and the loan
service payments made to date by the borrower.
HWSIL's portfolio consists of 15 loans with an aggregate PBO of
GBP91.0m, aggregate amortised cost of GBP90.0m and a valuation,
after IFRS 9 provisions of GBP5.4m, of GBP84.6m as at 30 June 2020.
This excludes certain loans which have been written off in their
entirety. A summary of HWSIL's portfolio as at 30 June 2020 is set
out at the end of this section 6 and all portfolio information
below is provided as at 30 June 2020.
Performing Loans
A total of 13 loans in the portfolio are considered to be
'performing' although a number have required forbearance during H1
2020 in light of the market environment, and certain loans may
require further forbearance in H2 2020. The 13 loans have an
aggregate PBO of GBP73.9m, aggregate amortised cost of GBP74.1m and
aggregate IFRS 9 provisions of GBP1.8m, resulting in a carrying
value of GBP72.3m. In addition, there is accrued interest of
GBP0.7m which is the sum of the amounts due under the loan
contracts.
Non-Performing Loans
There are two loans where the provisions are more material,
being:
-- Loan to Borrower 6 - PBO: GBP4.1m; amortised cost: GBP4.1m;
provision: GBP1.6m; carrying value: GBP2.5m; and
-- Loan to Borrower 7 - PBO: GBP13.0m; amortised cost: GBP11.8m;
provision: GBP2.0m; carrying value: GBP9.8m.
There is accrued interest of GBP2.8m on the non-performing loans
which is unpaid, however, HWSIL has made a provision of GBP2.7m
against it, reflecting the non-performing nature of the loans.
The aggregate of the provisions on the performing and
non-performing loans represents 6.0% of the total amortised cost of
the loans.
Loans Written-off
There are several loans in the portfolio (with an aggregate PBO
of GBP17.2m) where the borrowers, Biomass Premium Fuels Limited and
Biomass Optimum Fuels Limited, are both in administration and HWSIL
has provisioned for a total loss in each case. The carrying value
of these loans represents 0% of the portfolio carrying value. The
loans are secured against the assets and properties of the
businesses. HWSIL is not attributing any value to these loans
reflecting the Board's expectation of only limited or no recovery
from the assets of the businesses.
NAV per HWSIL Share
HWSIL's loan portfolio had a carrying value of GBP84.6 million
as at 30 June 2020, and the table below summarises HWSIL's NAV as
at that date:
30 June
2020
------------
Loan portfolio GBP84.6m
Cash and cash equivalents GBP8.8m
Other current assets GBP1.0m
------------
GBP94.4m
Revolving credit facility (GBP3.0m)
Financial guarantee at fair value through (GBP1.7m)
profit and loss
Other current liabilities (GBP0.3m)
------------
(GBP5.0m)
Net asset value GBP89.4m
Number of HWSIL Shares outstanding 143,499,667
NAV per HWSIL Share 62.36p
HWSIL loan summary as at 30 June 2020
Borrower PBO Amortised Cost ECL * provision Carrying Value Term remaining Asset Type
------------------ ------------- -------------- --------------- -------------- -------------- ------------------
Borrower 1 GBP1,459,082 GBP1,459,082 GBP30,641 GBP1,428,441 Due Commercial
property
Borrower 2 GBP10,500,000 GBP10,496,294 GBP220,500 GBP10,275,794 7 months Residential
property
Borrower 3 GBP689,516 GBP689,035 GBP4,816 GBP684,219 18 months Fabrication -
metals
Borrower 4 GBP5,126,106 GBP5,090,359 GBP107,648 GBP4,982,711 21 months Commercial
Borrower 5 GBP17,000,000 GBP16,999,163 GBP119,000 GBP16,880,163 20 months Underlying
Financial Assets
------------------ ------------- -------------- --------------- -------------- -------------- ------------------
Borrower 6 GBP4,095,000 GBP4,086,011 GBP1,600,000 GBP2,486,011 4 months Electricity & RHI
tariffs
------------------ ------------- -------------- --------------- -------------- -------------- ------------------
Borrower 7 GBP13,000,000 GBP11,825,595 GBP2,000,000 GBP9,825,595 37 months Plant, Machinery
and intellectual
Property
------------------ ------------- -------------- --------------- -------------- -------------- ------------------
Borrower 8 GBP15,700,000 GBP15,699,902 GBP329,700 GBP15,370,202 30 months Underlying
Financial Assets
Borrower 9 GBP450,015 GBP450,011 GBP6,669 GBP443,342 35 months Social Housing
Borrower 10 GBP667,461 GBP667,454 GBP9,892 GBP657,562 35 months Social Housing
Borrower 11 GBP630,802 GBP630,796 GBP9,348 GBP621,448 35 months Social Housing
Borrower 12 GBP458,495 GBP458,490 GBP6,795 GBP451,695 35 months Social Housing
Borrower 13 GBP1,379,061 GBP1,549,546 GBP193,057 GBP1,356,489 36 months Marine Equipment
Borrower 14 GBP4,036,078 GBP4,068,894 GBP84,749 GBP3,984,145 40 months Plant
Biomass Optimum GBP6,918,586 GBP6,918,586 GBP6,918,586 GBP0 Due RHI/P&M
Fuels
Biomass Premium GBP6,235,956 GBP6,235,956 GBP6,235,956 GBP0 Due RHI/P&M
Fuels
Biomass Premium GBP4,000,000 GBP4,000,000 GBP4,000,000 GBP0 Due RHI/P&M
Fuels
------------------ ------------- -------------- --------------- -------------- -------------- ------------------
Borrower 18 GBP15,831,686 GBP15,828,682 GBP665,322 GBP15,163,360 44 months Underlying
Financial Assets
------------------ ------------- -------------- --------------- -------------- -------------- ------------------
*Expected credit loss
7. Background to and reasons for the recommendation
HWSIL was launched in June 2016 with the objective of providing
HWSIL Shareholders with regular, sustainable dividends and to
generate capital appreciation through exposure, directly or
indirectly, to primarily secured loans originated across a variety
of channels, assets and industry segments. HWSIL targeted a
dividend of at least 6 pence per HWSIL Share once fully invested
with the expectation of growing the dividend over time.
In the period following launch, HWSIL built a portfolio of loans
spread across a number of sectors including manufacturing, social
housing, real estate, energy, autos and healthcare.
On 19 December 2018, HWSIL announced that two (connected)
borrowers had entered administration. The principal amount
outstanding on these loans was GBP13 million in aggregate. The
assets of the borrowers were acquired out of administration by two
new companies, Biomass Premium Fuels Limited ("BPFL") and Biomass
Optimum Fuels Limited ("BOFL"), and the Company committed to
provide additional funding to BPFL and BOFL for an aggregate GBP4.0
million.
On 23 May 2019, HWSIL announced that BPFL was seeking to enter
into a new joint venture (JV) arrangement regarding the operation
and management of BPFL and the parties were also discussing
arrangements for BOFL. The announcement stated that HWSIL was
providing further funding to BPFL and BOFL for an aggregate GBP1.4
million to mitigate losses to HWSIL in respect of the loans to BPFL
and BOFL and that if the JV arrangements were not completed in a
satisfactory manner, the outcome in relation to HWSIL's investments
in BPFL and BOFL would be uncertain and the Company would be
exposed to the risk of a material loss.
On 27 June 2019, HWSIL announced that one of its borrowers
("Borrower A") (not BPFL or BOFL) was in the process of undertaking
an equity raise or company sale. Although it was not anticipated
that this process would have an adverse impact on the ultimate
repayment of the loan, which had a face value of GBP13 million,
HWSIL understood that this process may take longer than expected,
which could present the borrower with working capital cash flow
issues.
On 2 October 2019, HWSIL announced that BOFL had entered into a
strategic partnership with SDL Group to operate the manufacturing
facilities of BOFL. The announcement also stated that BPFL was
engaged in ongoing discussions and due diligence to enter into a JV
or partnership but that these discussions had not progressed at the
pace previously anticipated.
On 20 November 2019, HWSIL announced that it did not appear
possible for BPFL to enter into a JV or partnership with another
party and that the partnership between BOFL and SDL Group was
unlikely be sustained beyond the near term. As a result, it was
expected that HWSIL would incur a material loss on its investments
in BPFL and BOFL and that the loss provision on these assets would
be increased from GBP3.2 million in aggregate to GBP18.1 million in
aggregate, representing a provision for a total loss.
On 9 December 2019, HWSIL announced that, having consulted with
Shareholders representing a significant proportion of the HWSIL
Shares, it had determined that HWSIL should not continue in its
current form. As a result, the HWSIL Board commenced a strategic
review of the options available to it with a view to maximising
shareholder value. In coming to this decision, the HWSIL Board
acknowledged that the challenges already facing HWSIL in terms of
its size, scalability, limited secondary market liquidity and the
discount to NAV at which the HWSIL Shares had been trading, were
likely to be exacerbated by the decision to provide for a total
loss on two of HWSIL's largest investments, being BPFL and
BOFL.
On 17 December 2019, HWSIL announced that, further to the
announcement on 27 June 2019, the equity raising being undertaken
by Borrower A was expected to conclude in the first quarter of
2020, which should ensure full repayment of the loan at its face
value of GBP13 million, plus accrued interest together with an
early repayment fee. The announcement noted that in the event that
the equity raising does not complete, it was possible that Borrower
A might request that HWSIL provide additional capital for working
capital purposes. It further noted that, whilst the indicated
valuations of the portfolio company support a full recovery, and
the timeframe appears achievable, Borrower A has limited liquidity
and consequently a delay in the capital raise could expose the
HWSIL to the risk of further material loss.
The announcement on 17 December 2019 also stated that another
borrower ("Borrower B") of a loan with a face value of GBP4.1
million requested a deferral of some interest payments due to cash
flow issues arising from unexpected mechanical failure at its plant
which caused lower productivity and income for Borrower B.
On 10 February 2020, the HWSIL Board announced that it had
concluded its strategic review and had determined that HWSIL should
be put into managed wind-down, with cash returned to HWSIL
Shareholders in a timely and efficient manner. HWSL Shareholders
approved the proposals to implement the managed wind-down at an
extraordinary general meeting of HWSIL on 20 March 2020. In
recognition of HWSIL entering into managed wind-down, notice was
served on Hadrian's Wall Capital Limited to terminate its
investment advisory agreement with HWSIL, such termination to take
effect on 19 February 2021, with the expectation that portfolio
advisory responsibilities would be internalised following
termination becoming effective.
It was expected that the managed wind-down of HWSIL would
involve the loans in HWSIL's portfolio being realised over time in
an orderly manner, which might have included sales of individual
loans or running off the loans in accordance with their existing
terms, or a combination of both, with capital being returned to
HWSIL Shareholders on a periodic basis. On 23 March 2020 HWSIL
announced that it had received cash of GBP27.2 million from the
early repayment, in full, of a specialised finance company loan,
allowing HWSIL to distribute 19 pence per share, equivalent to
GBP27.2 million, to HWSIL Shareholders in April 2020.
Since March 2020, the market environment has become
significantly more challenging for borrowers in general as a result
of the impact of Covid-19 and the lockdown restrictions imposed by
governments around the world to contain the virus. This led to
borrowers across the market seeking forbearance to their loan
arrangements, including deferrals of capital and/or interest
payments, and HWSIL was not immune to this. As announced on 4 May
2020 requests for forbearance had been received from 10 of HWSIL's
borrowers (representing a cumulative total of GBP71.1 million of
principal outstanding loans at that time). In addition, HWSIL
stated in its half year report for the six-month period to 31
December 2019, published on 31 March 2020, that approximately 15.0%
of its loan portfolio was exposed to retail, travel and leisure,
arts, entertainment and recreation. As a prudent measure, with very
few exceptions, HWSIL's loans had an increase in their expected
losses arising from a movement in the relevant risk category solely
by virtue of the fact that Covid-19 was expected to have, to a
greater or lesser extent, an impact on HWSIL's loans. While the
global and UK economies are generally starting to re-open as
governments seek to ease lockdown restrictions, there is
significant uncertainty as to how Covid-19 (including any second
wave and/or renewed national or local lock-downs) will continue to
impact economies around the world with ramifications for companies
and borrowers.
It was against this background that, on 2 May 2020, HWSIL
received an initial unsolicited proposal from Bidco which was
rejected by the HWSIL Board. After a period of negotiation, the
HWSIL Board agreed to provide Bidco with additional information on
certain of HWSIL's loans with a view to encouraging Bidco to
increase the value of its proposal, which it subsequently did to
the offer price of 55.5 pence per HWSIL Share, which the HWSIL
Board believes is appropriate to recommend to HWSIL
Shareholders.
In forming this view, the HWSIL Board has taken into
consideration the current market environment and the possible
impact this could have on the timing of HWSIL being able to return
capital to HWSIL Shareholders; the ongoing costs of managing HWSIL
and HWSIL's portfolio during the wind-down period; the challenges
of managing a 'rump' portfolio as HWSIL returns capital; and the
costs associated with the liquidation of HWSIL in due course.
In particular, the HWSIL Board is aware that Borrower A, who is
seeking to undertake an equity raise, as referred to in the
announcement by HWSIL on 27 June 2019 and 17 December 2019, has not
yet completed its fundraising. The fundraising period has now
extended over 12 months and the economic environment remains
challenging which further increases HWSIL's risk of a material loss
and/or the requirement to provide Borrower A with further
capital.
In addition, while the mechanical issues at the plant of the
Borrower B, as stated in the announcement on 17 December 2020,
appear to have been addressed with the plant moving towards full
capacity, the repayment of this loan is due shortly, and any
repayment is subject to a sale of the plant with the current market
environment having impacted the timing and progress of the sales
process. Furthermore, such plant equipment is complex, and any
further mechanical issues may impact the success of any asset sale
process.
While the HWSIL Board is of the view that the portfolio has the
potential to provide capital returns to HWSIL Shareholders over
time that in aggregate may be in excess of the Offer value,
including the potential for the early repayment of certain loans,
in particular, those that may that may require refinancing in the
near term, it believes that the Offer provides HWSIL Shareholders
with a cash alternative at an attractive value in a significantly
shorter timeframe than possible under a managed wind-down and
eliminates any risks associated with an ongoing exposure to HWSIL's
portfolio and the wider economy.
At the offer price of 55.5 pence per HWSIL Share, when taken
together with the 19 pence per HWSIL Share returned to HWSIL
Shareholders in April 2020, HWSIL Shareholders will, if the Offer
is completed, have received proceeds of, in aggregate, 74.5 pence
per HWSIL Share since HWSIL adopted a managed wind-down
strategy.
The financial terms of the Offer represent:
o a premium of approximately 91.38 per cent. to the Closing
Price per HWSIL Share of 29.00 pence on 21 July 2020 (being the
last Business Day before the date of this Announcement);
o a discount of approximately 11.00 per cent. to the published
NAV per HWSIL Share of 62.36 pence on 30 June 2020 (being the date
of the latest NAV published by HWSIL prior to the commencement of
the Offer Period).
After careful consideration together with its financial
advisers, and taking account of the market and
portfolio-realisation challenges referred to above, the HWSIL Board
has concluded that the Offer is in the best interests of HWSIL
Shareholders and HWSIL as a whole.
8. Irrevocable undertakings
Bidco has received irrevocable undertakings to vote or instruct
(and use all reasonable endeavours to procure) votes to approve the
Scheme at the Court Meeting and in favour of the Special Resolution
to be passed at the General Meeting (or in the event that the Offer
is implemented by way of a Takeover Offer, to accept or instruct
(and use all reasonable endeavours to procure) acceptance of the
Takeover Offer) from each of the HWSIL Directors that holds HWSIL
Shares in respect of their own holdings being, in aggregate,
224,436 HWSIL Shares, representing approximately 0.16 per cent. of
the issued share capital of HWSIL (excluding HWSIL Shares held as
treasury shares) as at 21 July 2020 (being the last practicable
date prior to the date of this Announcement).
In addition to the irrevocable undertakings given by the HWSIL
Directors referred to above, Bidco has received irrevocable
undertakings to vote or procure votes to approve the Scheme at the
Court Meeting and in favour of the Special Resolution to be passed
at the General Meeting (or in the event that the Offer is
implemented by way of a Takeover Offer, to accept or procure
acceptance of the Takeover Offer) from six HWSIL Shareholders in
respect of a total of 108,077,963 HWSIL Shares, representing
approximately 75.32 per cent. of the issued share capital of HWSIL
(excluding HWSIL Shares held as treasury shares) as at 21 July 2020
(being the last practicable date prior to the date of this
Announcement).
Therefore, as at the date of this Announcement, Bidco has
received irrevocable undertakings in respect of a total of
108,302,399 HWSIL Shares representing approximately 75.48 per cent.
of the issued share capital of HWSIL (excluding HWSIL Shares held
as treasury shares) as at 21 July 2020 (being the last practicable
date prior to the date of this Announcement).
Further details of the irrevocable undertakings are set out in
Appendix III to this Announcement.
9. Information on HWSIL
HWSIL is a registered closed-ended investment company admitted
to the premium segment of the Official List and to trading on the
Main Market of the London Stock Exchange. HWSIL was launched with
the intention of providing regular, sustainable dividends and
generating capital appreciation through exposure, directly or
indirectly, to primarily secured loans. HWSIL holds a portfolio of
15 loans (excluding certain loans which have been written off in
their entirety) issued to UK companies and commenced a managed
wind-down process in March 2020 with the intention of realising its
assets with cash being returned to HWSIL Shareholders in a timely
and efficient manner.
HWSIL will not undertake any further returns of capital, via
HWSIL's B share mechanism or otherwise, until the Offer becomes
Effective, lapses or is withdrawn.
As at 30 June 2020, HWSIL had a portfolio value of GBP84.6
million and a net asset value of GBP89.4 million.
10. Financing
The consideration payable to HWSIL Shareholders pursuant to the
Offer will be financed by existing available funds which may be
used to: (i) fund the cash consideration payable to HWSIL
Shareholders under the terms of the Offer; and (ii) pay fees, costs
and expenses in connection with the financing and the Offer.
finnCap, in its capacity as financial adviser to Bidco, is
satisfied that sufficient financial resources are available to
Bidco to enable it to satisfy in full the cash consideration
payable to HWSIL Shareholders under the terms of the Offer.
Further information on the financing of the Offer will be set
out in the Scheme Document.
11. Offer-related arrangements
Bidco and the Company have entered into the Confidentiality
Agreement, pursuant to which Bidco has undertaken to keep certain
information relating to the Offer and to HWSIL confidential and not
to disclose such information to third parties, except to certain
permitted disclosees for the purposes of evaluating the Offer or if
required by applicable laws or regulations. The confidentiality
obligations of each party under the Confidentiality Agreement
continue for 24 months after the date of the Confidentiality
Agreement. The Confidentiality Agreement also contains customary
standstill provisions, subject to customary carve-outs, for a
period of 12 months.
In addition, Bidco has undertaken to procure that following the
Effective Date the Company complies with the indemnification
provisions in the Company's current articles of incorporation and
in the deeds of indemnity in favour of the HWSIL Directors and the
former director.
12. Structure of the Offer
It is intended that the Offer will be implemented by means of a
Court-sanctioned scheme of arrangement under Part VIII of the
Companies Law of Guernsey. The Scheme is an arrangement between
HWSIL and the Scheme Shareholders and is subject to the approval of
the Court. The procedure involves, among other things, an
application by HWSIL to the Court to sanction the Scheme, in
consideration for which Scheme Shareholders will receive cash on
the basis described in Section 2 of this Announcement. The purpose
of the Scheme is to provide for Bidco to become the owner of the
entire issued and to be issued ordinary share capital of HWSIL on
the Effective Date.
Upon the Scheme becoming Effective: (i) it will be binding on
all HWSIL Shareholders, irrespective of whether or not they
attended or voted at the Court Meeting and the General Meeting (and
if they attended and voted, whether or not they voted in favour of
the Scheme at the Court Meeting or in favour of or against the
Special Resolution at the General Meeting); and (ii) share
certificates in respect of HWSIL Shares (if any) will cease to be
of value and should be destroyed and entitlements to HWSIL Shares
held within the CREST system will be cancelled. The consideration
payable under the Scheme will be despatched to Scheme Shareholders
by Bidco no later than 14 days after the Effective Date.
Any HWSIL Shares issued before the Scheme Record Time will be
subject to the terms of the Scheme. The Special Resolution to be
proposed at the General Meeting will, amongst other matters,
provide that the Articles be amended to incorporate provisions
requiring any HWSIL Shares issued after the Scheme Record Time
(other than to Bidco or its nominee(s)) to be automatically
transferred to Bidco on the same terms as the Offer (other than
terms as to timings and formalities). The provisions of the
Articles (as amended) will avoid any person (other than Bidco or
its nominee(s)) holding ordinary shares in the capital of HWSIL
after the Effective Date.
The Offer is subject to a number of Conditions and certain
further terms set out in Appendix I and to the full terms and
conditions to be set out in the Scheme Document, including, amongst
other things:
(a) the Scheme becoming Effective by the Long Stop Date, failing
which the Scheme will lapse;
(b) 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 between Bidco and HWSIL and the Court may
allow), the approval of the Scheme by a majority in number of the
Scheme Shareholders, representing not less than 75 per cent. in
value of the Scheme Shares held by those Scheme Shareholders,
present and voting, either in person or by proxy, at the Court
Meeting or at any adjournment thereof;
(c) 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 between Bidco and HWSIL and the Court may
allow), the passing of the Special Resolution by the requisite
majority at the General Meeting; and
(d) on or before the 22nd day after the expected date of the
Court Hearing to be set out in the Scheme Document (or such later
date as may be agreed between Bidco and HWSIL and the Court may
allow), the sanction of the Scheme by the Court (without
modification, or with modification on terms agreed by Bidco and
HWSIL).
The Scheme will lapse if: (a) in so far as the Scheme or the
Offer or any matter arising from or relating to the Scheme or the
Offer constitutes a concentration with a Community dimension within
the scope of the Regulation, the European Commission either
initiates Phase 2 Proceedings or makes a referral to a competent
authority in the United Kingdom under Article 9(1) of the
Regulation and there is then a CMA Phase 2 Reference; or (b) in so
far as the Scheme or the Offer or any matter arising from the
Scheme or the Offer does not constitute a concentration with a
Community dimension within the scope of the Regulation, the Scheme
or the Offer or any matter arising from or relating to the Scheme
or the Offer becomes subject to a CMA Phase 2 Reference, in each
case, before the date of the Court Meeting.
It is expected that the Scheme Document, containing further
information about the Offer and notices of the Court Meeting and
General Meeting, together with Forms of Proxy, will be posted to
HWSIL Shareholders as soon as practicable. Subject to the
satisfaction or waiver of all relevant conditions, including the
Conditions, and certain further terms set out in Appendix I and to
be set out in the Scheme Document, and subject to the approval and
availability of the Court (which is subject to change), it is
expected that the Scheme will become Effective in the third quarter
of 2020.
The Scheme will be governed by Guernsey law and will be subject
to the jurisdiction of the Court. The Scheme will be subject to the
applicable requirements of the Code, the Panel, the London Stock
Exchange and the U.K. Listing Authority.
13. Scheme timetable/further information
A full anticipated timetable will be set out in the Scheme
Document which will be posted as soon as practicable. Subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, the Scheme Document will also be made available on
HWSIL's website at https://hadrianswallcapital.com/fund/.
14. Right to switch to a Takeover Offer
Subject to obtaining the consent of the Panel, Bidco reserves
the right to elect to implement the Offer by way of a Takeover
Offer as an alternative to the Scheme.
In such event, such Takeover Offer will (unless otherwise
determined by Bidco and subject to the consent of the Panel) be
implemented on the same terms and conditions, so far as applicable,
as those which would apply to the Scheme subject to appropriate
amendments to reflect the change in method of effecting the
Takeover Offer, including (without limitation) the inclusion of an
acceptance condition set at 90 per cent. in value of the HWSIL
Shares to which the Takeover Offer relates (or such lesser
percentage as Bidco may decide after consultation with the Panel
(if necessary), being in any case more than 50 per cent. of the
voting rights normally exercisable at a general meeting of HWSIL,
and, while the Offer remains recommended by the HWSIL Directors,
more than 75 per cent. of such voting rights, including, for the
purposes of the foregoing, any such voting rights attaching to
HWSIL Shares that are issued before the Takeover Offer becomes or
is declared unconditional as to acceptances, whether pursuant to
the exercise of any outstanding subscription or conversion rights
or otherwise). Further, if sufficient acceptances of the Takeover
Offer are received and/or sufficient HWSIL Shares are otherwise
acquired, it is the intention of Bidco to apply the provisions of
Part XVIII of the Companies Law of Guernsey to compulsorily acquire
any outstanding HWSIL Shares to which such Takeover Offer
relates.
15. De-listing
It is intended that dealings in HWSIL Shares will be suspended
shortly before the Effective Date at a time to be set out in the
Scheme Document. It is further intended that applications will be
made to the London Stock Exchange to cancel trading in HWSIL Shares
on the Main Market of the London Stock Exchange, and to the U.K.
Listing Authority to cancel the listing of the HWSIL Shares on the
Official List, in each case with effect from or shortly following
the Effective Date.
On the first Business Day after the Effective Date, entitlements
to HWSIL Shares held within the CREST system will be cancelled, and
share certificates in respect of HWSIL Shares will cease to be
valid.
HWSIL holds 1,670,796 HWSIL Shares in treasury.
16. Disclosure of interests in HWSIL
As at the close of business on 21 July 2020, being the last
practicable date prior to the publication of this Announcement,
save for: (i) the disclosures in this Section 16 of this
Announcement; and (ii) the irrevocable undertakings referred to in
Section 8 of this Announcement, none of Bidco or any of its
directors or, so far as Bidco is aware, any person acting, or
deemed to be acting, in concert with Bidco:
(a) had an interest in, or right to subscribe for, relevant securities of HWSIL;
(b) 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 HWSIL;
(c) had procured an irrevocable commitment or letter of intent
to accept the terms of the Offer in respect of relevant securities
of HWSIL; or
(d) had borrowed or lent any HWSIL Shares.
Furthermore, save for the irrevocable undertakings described in
Section 8 of this Announcement, no arrangement exists between Bidco
or HWSIL or any person acting in concert with Bidco or HWSIL in
relation to HWSIL 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
HWSIL Shares which may be an inducement to deal or refrain from
dealing in such securities.
17. Overseas Shareholders
The availability of the Offer and the distribution of this
Announcement to persons resident in, or citizens of, or otherwise
subject to, jurisdictions outside the United Kingdom or Guernsey
may be affected by the laws of the relevant jurisdictions. Such
persons should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdiction. HWSIL
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
This Announcement is not intended to, and does not, constitute
or form part of any offer to sell or to subscribe for, or any
invitation to purchase or subscribe for, or the solicitation of any
offer to purchase or otherwise subscribe for any securities. HWSIL
Shareholders are advised to read carefully the Scheme Document and
the Forms of Proxy once these have been despatched.
18. General
The Offer will be subject to the Conditions and other terms set
out in Appendix I to this Announcement and to the full terms and
conditions which will be set out in the Scheme Document. The Scheme
Document will be despatched to HWSIL Shareholders as soon as
practicable.
In deciding whether or not to vote or procure votes to approve
the Scheme at the Court Meeting or to vote or procure votes in
favour of the Special Resolution at the General Meeting in respect
of their HWSIL Shares, HWSIL Shareholders should rely on the
information contained, and follow the procedures described, in the
Scheme Document.
Winterflood and finnCap 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.
The Scheme Document will not be reviewed by any federal state
securities commission or regulatory authority in the U.S., nor will
any commission or authority pass upon the accuracy or adequacy of
the Scheme Document. Any representation to the contrary is unlawful
and may be a criminal offence.
Appendix II contains the bases and sources of certain
information used in this Announcement. Appendix III contains
details of the irrevocable undertakings received in relation to the
Offer that are referred to in this Announcement. Appendix IV
contains definitions of certain terms used in this
Announcement.
19. Documents on display
Copies of the following documents will, by no later than 12 noon
(London time) on the Business Day following the date of this
Announcement, be made available on HWSIL's website at
https://hadrianswallcapital.com/fund/ until the end of the Offer
Period:
(a) this Announcement;
(b) the Confidentiality Agreement;
(c) the Irrevocable Undertakings;
(d) the consent letter of Winterflood;
(e) the consent letter of finnCap; and
(f) the Rule 2.11 letter of HWSIL.
None of the contents of HWSIL's website, or the content of any
other website accessible from hyperlinks on either such website, is
incorporated into or forms part of this Announcement.
Enquiries:
Winterflood (Financial Adviser to HWSIL) 020 3100 0000
Neil Langford / Neil Morgan
Bidco c/o finnCap
Russell Schreiber
finnCap (Financial Adviser to Bidco) 020 7220 0500
Henrik Persson / Giles Rolls / Matthew Radley
Crowell & Moring and Ogier (Guernsey) LLP are providing
legal advice to Bidco. Bryan Cave Leighton Paisner LLP and Carey
Olsen (Guernsey) LLP are providing legal advice to HWSIL.
Important notices relating to financial advisers
Winterflood is authorised and regulated in the United Kingdom by
the FCA. Winterflood is acting as financial adviser exclusively for
HWSIL and no one else in connection with the matters set out in
this Announcement and will not be responsible to anyone other than
HWSIL for providing the protections afforded to clients of
Winterflood nor for providing advice in relation to the potential
transaction or any other matters referred to in this Announcement.
Neither Winterflood 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 Winterflood in connection with
this Announcement, any statement contained herein or otherwise.
finnCap is authorised and regulated in the United Kingdom by the
FCA. finnCap is acting as financial adviser exclusively for Bidco
and no one else in connection with the matters set out in this
Announcement and will not be responsible to anyone other than Bidco
for providing the protections afforded to clients of finnCap nor
for providing advice in relation to the potential transaction or
any other matters referred to in this Announcement. Neither finnCap
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 finnCap in connection with this Announcement, any
statement contained herein or otherwise.
Further Information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or an invitation to purchase, otherwise acquire or
subscribe for or dispose 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 by the Scheme Document (or
in the event that the Offer is to be implemented by means of a
Takeover Offer, the offer document), which will contain the full
terms and conditions of the Offer, including details of how to vote
in respect of the Scheme. Any voting decision or response in
relation to the Offer should be made solely on the basis of the
Scheme Document.
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
This Announcement has been prepared for the purpose of complying
with Guernsey law, English law and the 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 England or Guernsey.
Overseas Shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom or Guernsey may be
restricted by law and therefore any persons who are not resident in
the United Kingdom or Guernsey or who are subject to the laws of
any jurisdiction other than the United Kingdom or Guernsey
(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 Guernsey or who are subject to
the laws of another jurisdiction to participate in the Offer or to
vote their HWSIL Shares in respect of the Scheme at the Court
Meeting, or to execute and deliver Forms of Proxy appointing
another person to vote at the Court 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.
The Offer will be subject to the applicable requirements of the
Companies Law of Guernsey, the Court (as a result of HWSIL being
incorporated in Guernsey) and the GFSC (as a result of HWSIL being
a registered closed-ended investment company in Guernsey), with the
applicable requirements of English law, Guernsey law, the Code, the
Panel, the London Stock Exchange and the FCA (as a result of HWSIL
being listed on the London Stock Exchange).
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 acceptance 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 HWSIL Shareholders who are not
resident in the United Kingdom or Guernsey may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom or Guernsey
should inform themselves of, and observe, any applicable
requirements. Further details in relation to HWSIL Shareholders in
overseas jurisdictions will be contained in the Scheme
Document.
Notice to U.S. investors in HWSIL
The Offer relates to the shares of a Guernsey company and is
being made by means of a scheme of arrangement provided for under
Part VIII of the Companies Law of Guernsey. The Offer, implemented
by way of a scheme of arrangement is not subject to the tender
offer rules or the proxy solicitation rules under the U.S. Exchange
Act, as amended. Accordingly, the Offer is subject to the
disclosure requirements and practices applicable to a scheme of
arrangement involving a target company in Guernsey listed on the
London Stock Exchange, which differ from the disclosure
requirements of the U.S. tender offer and proxy solicitation rules.
If, in the future, Bidco exercises its right to implement the Offer
by way of a Takeover Offer and determines to extend the Takeover
Offer into the U.S., the Offer will be made in compliance with
applicable U.S. laws and regulations.
Neither the SEC nor any U.S. state securities commission has
approved or disapproved or passed judgment upon the fairness or the
merits of the Offer or determined if this Announcement is adequate,
accurate or complete. Any representation to the contrary is a
criminal offence in the U.S.
HWSIL is incorporated under the laws of Guernsey. In addition,
some or all of its 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 HWSIL or its officers or directors on
judgments of U.S. courts, including judgments based upon the civil
liability provisions of the U.S. federal 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 HWSIL or its officers or directors in a non-US
court for violations of the U.S. securities laws.
Forward Looking Statements
This Announcement contains certain forward-looking statements
with respect to Bidco and HWSIL. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use
words such as, without limitation, "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "aim",
"will", "may", "hope", "continue", "would", "could" or "should" or
other words of similar meaning or the negative thereof.
Forward-looking statements include, but are not limited to,
statements relating to the following: (i) future capital
expenditures, expenses, revenues, economic performance, financial
conditions, dividend policy, losses and future prospects, (ii)
business and management strategies and the expansion and growth of
the operations of Bidco or HWSIL, and (iii) the effects of
government regulation on the business of Bidco or HWSIL. There are
many factors which could cause actual results to differ materially
from those expressed or implied in forward looking statements.
Among such factors are changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business combinations or disposals. Such statements are qualified
in their entirety by the inherent risks and uncertainties
surrounding future expectations.
These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the
future. Except as expressly provided in this document, they have
not been reviewed by the auditors of Bidco or HWSIL. By their
nature, these forward-looking statements involve known and unknown
risk and uncertainties because they relate to events and depend on
circumstances that will occur in the future. The factors described
in the context of such forward-looking statements in this
Announcement may cause the actual results, performance or
achievements of any such person, or industry results and
developments, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. No assurance can be given that such
expectations will prove to have been correct and persons reading
this Announcement are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at
the date of this Announcement. None of Bidco, HWSIL, nor their
respective members, directors, officers or employees, advisers or
any person acting on their behalf, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur.
None of Bidco, HWSIL or their respective members, directors,
officers, employees, advisers and any person acting on behalf of
one or more of them undertakes any intention or obligation to
update publicly or revise forward-looking statements, whether as a
result of new information, future events or otherwise, except to
the extent legally required. All subsequent oral or written
forward-looking statements attributable to Bidco or HWSIL or any
persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above.
No member of the Bidco Group, nor any member of the HWSIL Group,
nor any of their respective associates, directors, officers,
employees or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this Announcement will actually
occur.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for Bidco or HWSIL for any period and no
statement in this Announcement should be interpreted to mean that
earnings or earnings per HWSIL Share for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per HWSIL Share.
Publication on website
A copy of this Announcement and the documents required to be
published pursuant to Rule 26.1 and Rule 26.2 of the Code will be
made available (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions) free of charge, on HWSIL's
website at https://hadrianswallcapital.com/fund/ by no later than
12 noon London time on the Business Day following the date of this
Announcement.
Neither the contents of this website nor the content of any
other website accessible from hyperlinks on such website is
incorporated into, or forms part of, this Announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled
may request a copy of this Announcement (and any information
incorporated into it by reference to another source) in hard copy
form free of charge. A person may also request that all future
documents, announcements and information sent to that person in
relation to the Offer should be in hard copy form. For persons who
have received a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not
be sent to you unless you have previously notified HWSIL's
registrar, Link Asset Services that you wished to receive all
documents in hard copy form or unless requested in accordance with
the procedure set out below.
If you would like to request a hard copy of this Announcement
from HWSIL please contact HWSIL's registrar, Link Asset Services,
at 34 Beckenham Road, Beckenham, Kent, BR3 4TU, or on 0371 664 0300
or on +44 (0) 371 664 0300 (if calling from outside the U.K.).
Information relating to HWSIL Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by HWSIL Shareholders and other relevant
persons for the receipt of communications from HWSIL may be
provided to Bidco during the Offer Period as required under Section
4 of Appendix 4 of the Code in order to comply with Rule 2.11(c) of
the Code.
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.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one 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 (as
defined in the Code) 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 (as defined in the Code) 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 one 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,
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 (as defined in the Code) 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
APPIX I
CONDITIONS AND FURTHER TERMS OF THE ACQUISITION
Part A Conditions to the Offer
The Offer will be conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the Code, by no
later than 11.59 p.m. on the Long Stop Date.
Scheme approval
a) The Scheme will be conditional upon:
(i)
A. its approval by a majority in number representing not less
than 75 per cent. in value of the Scheme Shareholders and who are
on the register of members of HWSIL at the Voting Record Time (or
the relevant class or classes thereof, if applicable) in each case
present, entitled to vote and voting, either in person or by proxy,
at the Court Meeting and at any separate class meeting which may be
required by the Court or at any adjournment of any such meeting;
and
B. the Court Meeting and any separate class meeting which may be
required by the Court or any adjournment of any such 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 in due course (or such
later date, if any, as Bidco and HWSIL may agree and the Court may
allow);
(ii)
A. the resolutions necessary to approve and implement the Scheme
as set out in the notice of General Meeting to be set out in the
Scheme Document in due course being duly passed by the requisite
majority of the HWSIL Shareholders at the General Meeting or at any
adjournment of that meeting; and
B. the General Meeting or any adjournment of that 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 in due course
(or such later date, if any, as Bidco and HWSIL may agree and the
Court may allow); and
(iii)
A. the sanction of the Scheme by the Court with or without
modification (but subject to any such modification being acceptable
to Bidco and HWSIL); and
B. the Court Hearing being held on or before the 22nd day after
the expected date of the Court Hearing to be set out in the Scheme
Document in due course (or such later date, if any, as Bidco and
HWSIL may agree and the Court may allow).
In addition, Bidco and HWSIL have agreed that, subject to the
requirements of the Panel and in accordance with the Code, the
Offer will also be conditional upon the following Conditions and,
accordingly, the necessary actions to make the Scheme Effective
will not be taken unless the following Conditions (as amended if
appropriate) have been satisfied or, where relevant, waived prior
to the Scheme being sanctioned by the Court:
General Third Party Clearances
b) no Third Party having decided to take, institute, implement
or threaten any action, proceeding, suit, investigation, enquiry or
reference, or enacted, made or proposed any statute, regulation,
decision or order, or having taken any other steps which would or
might reasonably be expected to (in any case which is material in
the context of the Offer or the Wider Bidco Group or the Wider
HWSIL Group (in each case, taken as a whole):
(i) require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture
by any member of the Wider Bidco Group or any member of the Wider
HWSIL Group of all or any material portion of their respective
businesses, assets or property or impose any material limitation on
the ability of any of them to conduct their respective businesses
(or any of them) or to own, control or manage any of their
respective assets or properties or any part thereof;
(ii) require, prevent or materially delay, or alter the terms
envisaged for, any proposed divestiture by any member of the Wider
Bidco Group of any shares or other securities in HWSIL;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Bidco Group
directly or indirectly to acquire or to hold or to exercise
effectively, directly or indirectly, all or any rights of ownership
in respect of shares or loans or securities convertible into shares
or any other securities (or the equivalent) in any member of the
Wider HWSIL Group or to exercise management control over any such
member;
(iv) otherwise adversely affect any or all of the business,
assets, profits, financial or trading position or prospects of the
Wider HWSIL Group;
(v) make the Offer or its implementation or the acquisition or
proposed acquisition by Bidco or any member of the Wider Bidco
Group of any shares or other securities in, or control of HWSIL
void, illegal, and/or unenforceable under the laws of any relevant
jurisdiction, or otherwise, directly or indirectly, materially
restrain, materially restrict, prohibit, materially delay or
otherwise adversely interfere with the same, or impose additional
conditions or obligations with respect thereto, or otherwise
materially challenge or interfere therewith;
(vi) require (save as envisaged in the Offer) any member of the
Wider Bidco Group or the Wider HWSIL Group to offer to acquire any
shares or other securities (or the equivalent) or interest in any
member of the Wider HWSIL Group, or any asset, owned by any third
party; or
(vii) impose any material limitation on or result in any
material delay in the ability of any member of the Wider Bidco
Group to integrate or co-ordinate its business, or any part of it,
with the businesses or any part of the businesses of any other
member of the Wider HWSIL Group which is adverse in the context of
the Wider HWSIL Group or the Wider Bidco Group,
and all applicable waiting and other time periods (including
extensions thereof) during which any such Third Party could
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the
laws of any jurisdiction in respect of the Offer or the acquisition
or proposed acquisition of any HWSIL Shares having expired, lapsed
or been terminated;
c) all material filings, applications and/or notification which
are necessary having been made in connection with the Offer and all
relevant waiting periods and other time periods (including any
extensions thereof) under any applicable legislation or regulation
of any jurisdiction having expired, lapsed or been terminated and
all material statutory or regulatory obligations in any
jurisdiction having been complied with in connection with the Offer
or the acquisition by any member of the Wider Bidco Group of any
shares or other securities in, or control or management of, HWSIL
or any member of the Wider HWSIL Group or the carrying on by any
member of the Wider HWSIL Group of its business;
d) all authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions and approvals
("Authorisations") in any relevant jurisdiction for the proposed
acquisition of any shares or other securities in, or control of,
HWSIL by any member of the Wider Bidco Group having been obtained
in terms and in a form reasonably satisfactory to Bidco from all
necessary Third Parties or persons with whom any member of the
Wider HWSIL Group has entered into contractual arrangements or
other material business relationships, and all such Authorisations
necessary or appropriate to carry on the business of any member of
the Wider HWSIL Group, remaining in full force and effect and all
material filings necessary for such purpose have been made and
there being no notice or intimation of any intention to revoke,
suspend, restrict, modify or not to renew any of the same at the
time at which the Offer becomes otherwise unconditional and all
necessary statutory or regulatory obligations in any jurisdiction
having been complied with, in each case where the absence of such
Authorisation would have a material adverse effect on the Wider
HWSIL Group (taken as a whole) or the Wider Bidco Group or is
otherwise material in the context of the Offer;
Certain matters arising as a result of any arrangement,
agreement etc.
e) except as Disclosed, there being no provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider HWSIL Group is a party or by or to
which any such member or any of its assets are or may be bound,
entitled or subject, which, in each case as a consequence of the
Offer or the proposed acquisition by any member of the Wider Bidco
Group of any shares or other securities in HWSIL or because of a
change in the control or management of HWSIL or otherwise, would or
might reasonably be expected to result in (in each case to an
extent which is material in the context of the Wider HWSIL Group as
a whole, or in the context of the Offer):
(i) any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any
such member, being or becoming repayable or capable of being
declared repayable immediately or earlier than their or its 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;
(ii) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of
any such member thereunder being terminated or adversely affected
or any onerous obligation or liability arising or any action being
taken or arising thereunder;
(iii) any assets or interests of any such member being or
falling to be disposed of or charged or ceasing to be available to
any such member or any right arising under which any such asset or
interest could be required to be disposed of or charged or could
cease to be available to any such member other than in the ordinary
course of business;
(iv) 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 such member or any such mortgage, charge
or other security interest (whenever arising or having arisen)
becoming enforceable;
(v) the rights, liabilities, obligations or interests of any
such member in, or the business of any such member with, any
person, firm or body (or any arrangement or arrangements relating
to any such interest or business) being terminated, adversely
modified or affected;
(vi) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(vii) the creation of any material liability, actual or
contingent, by any such member, other than trade creditors or other
liabilities incurred in the ordinary course of business;
(viii) any requirement on any such member to acquire, subscribe,
pay up or repay any shares or other securities (or the equivalent);
or
(ix) the creation or acceleration of any material liability to
taxation of any such member other than liabilities incurred in the
ordinary course of business,
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider HWSIL Group is a party or by or to
which any such member or any of its assets may be bound, entitled
or subject, would or might reasonably be expected to result in any
of the events or circumstances as are referred to in sub-paragraphs
(i) to (ix) of this Condition, in each case which is or would be
material in the context of the Wider HWSIL Group taken as a
whole;
No material transactions, claims or changes in the conduct of
the business of the HWSIL Group
f) except as Disclosed, no member of the Wider HWSIL Group
having, since 30 June 2019:
(i) save as between HWSIL and the Wider HWSIL Group, issued,
agreed to issue, authorised or proposed the issue of additional
shares of any class or securities convertible into shares of any
class or rights, warrants or options to subscribe for, or acquire,
any such shares or convertible securities;
(ii) other than to another member of the Wider HWSIL Group, sold
(or agreed to transfer or sell) any treasury shares;
(iii) other than to another member of the HWSIL Group,
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;
(iv) except for transactions between HWSIL and its wholly owned
subsidiaries or between the wholly owned subsidiaries of HWSIL,
undertaken:
a. a conversion under Part V of the Companies Law of Guernsey;
b. an amalgamation under Part VI of the Companies Law of Guernsey;
c. a migration under Part VII of the Companies Law of Guernsey; or
d. an arrangement or reconstruction (other than the Scheme)
under Part VIII of the Companies Law of Guernsey;
(v) save for intra Wider HWSIL Group transactions, authorised or
implemented any merger or demerger with any body corporate or
acquired or disposed of or transferred, mortgaged or charged or
created any security interest over any assets or any right, title
or interest in any asset (including shares and trade investments)
or authorised or proposed or announced any intention to propose any
merger, demerger, acquisition or disposal, transfer, mortgage,
charge or security interest, in each case, other than in the
ordinary course of business or in the case of the Biomass Investees
in the course of their administration;
(vi) save for intra Wider HWSIL Group transactions, made or
authorised or proposed or announced an intention to propose any
material change in its loan capital or issued or authorised the
issue of any debentures or incurred or, other than in the ordinary
course of business, increased any indebtedness or (to the extent
material in the context of the Offer) contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect to the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital;
(viii) entered into or materially varied or authorised, proposed
or announced its intention to enter into or vary any contract,
transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, onerous or
unusual nature or magnitude or which is or could be restrictive on
the businesses of any member of the Wider HWSIL Group or which
involves an obligation of such a nature or magnitude or which is
other than in the ordinary course of business and which, in any
such case, is material and adverse in the context of the Wider
HWSIL Group taken as a whole;
(ix) other than the Biomass Investees, been unable or deemed
unable, or admitted in writing that it is unable, to pay its debts
as they fall due 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 which, in any such case, is material in the context of the
Wider HWSIL Group taken as a whole;
(x) (other than in respect of a member of the Wider HWSIL Group
which is dormant and was solvent at the relevant time or in respect
of the Biomass Investees) taken any corporate action or had any
legal proceedings started or threatened against it for its
winding-up (voluntary or otherwise), dissolution or reorganisation
or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any of its
assets or revenues or any analogous proceedings in any jurisdiction
or had any such person appointed;
(xi) other than the Biomass Investees, commenced negotiations
with any of its creditors or taken any step with a view to
rescheduling or restructuring any of its indebtedness or entered
into a composition, compromise, assignment or arrangement with any
of its creditors whether by way of a voluntary arrangement, scheme
of arrangement, deed of compromise or otherwise or been declared
"en etat de desastre" which, in any such case, is material in the
context of the Wider HWSIL Group taken as a whole;
(xii) waived, settled, abandoned or compromised any claim or
admitted any dispute, claim or counter-claim whether made or
potential and whether by or against any member of the Wider HWSIL
Group (otherwise than in the ordinary course of business) and which
is material in the context of the Wider HWSIL Group taken as a
whole;
(xiii) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this condition and which is material in the context
of the Wider HWSIL Group taken as a whole;
(xiv) save for those amendments to the articles of incorporation
of HWSIL to be proposed at the General Meeting, made any alteration
to its articles of incorporation or other constitutional documents
which is material in the context of the Scheme or the Offer or the
acquisition by any member of the Wider Bidco Group of any shares or
other securities in, or control of, HWSIL or any other member of
the Wider HWSIL Group;
(xv) entered into or materially varied the terms of, or made any
offer (which remains open for acceptance) to enter into or
materially vary the terms of, any contract, agreement or
arrangement with any of the directors of any member of the Wider
HWSIL Group, in each case to an extent which is material in the
context of the Wider HWSIL Group taken as a whole or in the context
of the Offer, save for salary increases, bonuses or variations of
terms in the ordinary course; or
(xvi) 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 person employed
by the Wider HWSIL Group and in each case which is material in the
context of the Wider HWSIL Group taken as a whole;
No adverse change, litigation or regulatory enquiry
g) except as Disclosed, since 30 June 2019:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or
prospects of any member of the Wider HWSIL Group which is material
in the context of the Wider HWSIL Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal or regulatory proceedings to which any member of the
Wider HWSIL Group is or may become a party (whether as a plaintiff,
defendant or otherwise) and no investigation by any Third Party
against or in respect of any member of the Wider HWSIL Group having
been instituted, announced or threatened by or against or remaining
outstanding in respect of any member of the Wider HWSIL Group in
each case which is material in the context of the Wider HWSIL Group
taken as a whole;
(iii) no contingent or other liability having arisen or
increased which is reasonably likely to adversely affect any member
of the Wider HWSIL Group to an extent which is material in the
context of the Wider HWSIL Group taken as a whole;
(iv) no steps having been taken and no omissions having been
made which might reasonably be expected to result in the
withdrawal, cancellation, termination or modification of any
licence, approval or exemption held by any member of the Wider
HWSIL Group which is necessary for the proper carrying on of its
business and the withdrawal, cancellation, termination or
modification of which would or might reasonably be expected to have
a material adverse effect on the Wider HWSIL Group taken as a
whole; and
(v) no member of the Wider HWSIL Group having conducted its
business in breach of any applicable laws and regulations which in
any case is material in the context of the Wider HWSIL Group taken
as a whole;
No actions since the Announcement subject to Rule 21.1 of the
Code
h) other than with the consent of Bidco, since the date of this
Announcement no action having been taken or proposed by any member
of the Wider HWSIL Group (other than the Biomass Investees), or
having been approved by HWSIL Shareholders or consented to by the
Panel, which falls within or under Rule 21.1 of the Code;
No discovery of certain matters
i) except as Disclosed, Bidco not having discovered that:
(i) any financial, business or other information concerning the
Wider HWSIL Group as contained in the information publicly
disclosed before the date of this Announcement at any time by or on
behalf of any member of the Wider HWSIL Group was when made
misleading, contained a misrepresentation of fact or omitted to
state a fact necessary to make that information not misleading and
which was not subsequently corrected before the date of this
Announcement by disclosure by or on behalf of the Wider HWSIL Group
through the publication of an announcement via a Regulatory
Information Service or otherwise; or
(ii) any financial or business or other information concerning
the Wider HWSIL Group disclosed at any time by or on behalf of any
member of the Wider HWSIL Group to any member of the Wider Bidco
Group or to any of their advisers, was when made misleading or
contained any misrepresentation of fact or omitted to state a fact
necessary to make any information contained therein not
misleading,
in each case, to the extent which is material in the context of
the Wider HWSIL Group taken as a whole;
Anti-corruption, sanctions and criminal property
j) save as Disclosed, Bidco not having discovered that:
(i) any past or present member, director, officer or employee of
the HWSIL Group is or has at any time engaged in any activity,
practice or conduct which would constitute an offence under the
Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977,
the Prevention of Corruption (Bailiwick of Guernsey) Law, 2003 or
any other applicable anti-corruption legislation or any person that
performs or has performed services for or on behalf of the Wider
HWSIL Group is or has at any time engaged in any activity, practice
or conduct in connection with the performance of such services
which would constitute an offence under the Bribery Act 2010, the
U.S. Foreign Corrupt Practices Act of 1977, the Prevention of
Corruption (Bailiwick of Guernsey) Law, 2003 or any other
applicable anti- corruption legislation; or
(ii) any asset of any member of the Wider HWSIL Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition); or
(iii) any past or present member, director, officer or employee
of the HWSIL Group, or any other person for whom any such person
may be liable or responsible, has engaged in any business with,
made any investments in, made any funds or assets available to or
received any funds or assets from: (a) any government, entity or
individual in respect of which U.S. or European Union persons, or
persons operating in those territories, are prohibited from
engaging in activities or doing business, or from receiving or
making available funds or economic resources, by U.S. or European
Union laws or regulations, including the economic sanctions
administered by the U.S. Office of Foreign Assets Control, or HM
Treasury in the U.K.; or (b) any government, entity or individual
targeted by any of the economic sanctions of the United Nations,
the U.S., the European Union or any of its member states; or
(iv) a member of the Wider HWSIL Group has engaged in any
transaction which would cause Bidco to be in breach of any law or
regulation upon its acquisition of HWSIL, including the economic
sanctions of the United States Office of Foreign Assets Control, or
HM Revenue & Customs, or any government, entity or individual
targeted by any of the economic sanctions of the United Nations,
the United States, the European Union or any of its member
states.
Part B
Waiver and invocation of the Conditions
Subject to the requirements of the Panel in accordance with the
Code, Bidco reserves the right to waive, in whole or in part, all
or any of the Conditions in Part A above, except for Conditions
(a)(i)(A), (a)(ii)(A) and (a)(iii)(A) (Scheme Approval), which
cannot be waived.
The Offer will be subject to the satisfaction (or waiver, if
permitted) of the Conditions in Part A above, and to certain
further terms set out in Part D below, and to the full terms and
conditions which will be set out in the Scheme Document.
Conditions (a)(i)(A), (a)(ii)(A) and (b) to (j) (inclusive) must
be fulfilled, or waived by, no later than 11.59 p.m. on the date
immediately preceding the date of the Court Hearing. The Offer will
lapse if it does not become Effective by 11.59 p.m. on the Long
Stop Date. Bidco shall be under no obligation to waive or treat as
satisfied any of the Conditions which are capable of waiver by a
date earlier than the latest date specified above for the
fulfilment or waiver thereof, notwithstanding that the other
Conditions to the Offer 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.
Under Rule 13.5 of the Code, Bidco may not invoke a Condition 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 Bidco in the context of
the Offer. The Conditions contained in Part A, paragraph (a) and,
if applicable, the Offer condition referred to in Part C, are not
subject to this provision of the Code.
Part C
Implementation by way of Takeover Offer
Subject to obtaining the consent of the Panel, Bidco reserves
the right to elect to implement the Offer by way of a Takeover
Offer as an alternative to the Scheme.
In such event, such Takeover Offer will (unless otherwise
determined by Bidco and subject to the consent of the Panel) be
implemented on the same terms and conditions, so far as applicable,
as those which would apply to the Scheme subject to appropriate
amendments to reflect the change in method of effecting the
Takeover Offer, including (without limitation) the inclusion of an
acceptance condition set at 90 per cent. in value of the HWSIL
Shares to which the Takeover Offer relates (or such lesser
percentage as Bidco may decide after consultation with the Panel
(if necessary), being in any case more than 50 per cent. of the
voting rights normally exercisable at a general meeting of HWSIL,
and, while the Offer remains recommended by the HWSIL Directors,
more than 75 per cent. of such voting rights, including, for the
purposes of the foregoing, any such voting rights attaching to
HWSIL Shares that are issued before the Takeover Offer becomes or
is declared unconditional as to acceptances, whether pursuant to
the exercise of any outstanding subscription or conversion rights
or otherwise). Further, if sufficient acceptances of the Takeover
Offer are received and/or sufficient HWSIL Shares are otherwise
acquired, it is the intention of Bidco to apply the provisions of
Part XVIII of the Companies Law of Guernsey to compulsorily acquire
any outstanding HWSIL Shares to which such Takeover Offer
relates.
Part D
Certain further terms of the Offer
The Scheme will lapse if: (a) in so far as the Scheme or the
Offer or any matter arising from or relating to the Scheme or the
Offer constitutes a concentration with a Community dimension within
the scope of the Regulation, the European Commission either
initiates Phase 2 Proceedings or makes a referral to a competent
authority in the United Kingdom under Article 9(1) of the
Regulation and there is then a CMA Phase 2 Reference; or (b) in so
far as the Scheme or the Offer or any matter arising from the
Scheme or the Offer does not constitute a concentration with a
Community dimension within the scope of the Regulation, the Scheme
or the Offer or any matter arising from or relating to the Scheme
or the Offer becomes subject to a CMA Phase 2 Reference, in each
case, before the date of the Court Meeting.
If Bidco is required by the Panel to make an offer for HWSIL
Shares under Rule 9 of the Code, Bidco may make such alterations to
the above Conditions as are necessary to comply with the provisions
of that Rule.
The availability of the Offer to persons not resident in the
U.K. may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the U.K. should inform themselves
about, and observe, any applicable requirements. HWSIL Shareholders
who are in any doubt about such matters should consult an
appropriate independent professional adviser in the relevant
jurisdiction without delay and observe any applicable requirements.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.
Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
The HWSIL Shares will be acquired by Bidco fully paid and free
from all liens, equitable interests, charges, encumbrances, rights
of pre-emption and any other third party rights or interests
whatsoever and together with all rights existing at the date of
this Announcement or thereafter attaching thereto, including
(without limitation) the right to receive and retain, in full, all
dividends and other distributions (if any) declared, made or paid
or any other return of capital (whether by way of reduction of
share capital, repurchase or redemption or otherwise) made on or
after the Effective Date in respect of the HWSIL Shares (other than
any dividend, distribution or return of capital in respect of which
a corresponding reduction in the consideration per HWSI Share has
been made as described below).
If any dividend or other distribution or return of capital is
announced, declared, made, payable or paid in respect of the HWSIL
Shares on or after the date of this Announcement and with a record
date prior to the Effective Date, Bidco reserves the right to
reduce the consideration payable in respect of each HWSIL Share by
the amount of all or part of any such dividend or distribution or
return of capital. If Bidco exercises this right or makes such a
reduction in respect of a dividend or other distribution or return
of capital that has not been paid, HWSIL Shareholders will be
entitled to receive and retain that dividend or distribution or
return of capital. If any such dividend or distribution occurs, any
reference in this Announcement to the consideration payable shall
be deemed to be a reference to the consideration as so reduced. To
the extent that any such dividend, distribution or other return of
capital has been declared, paid, made or is payable, or is or shall
be (i) transferred pursuant to the Offer on a basis which entitles
Bidco to receive the dividend, distribution or return of capital
and to retain it; or (ii) cancelled, the consideration payable
shall not be subject to change in accordance with this
paragraph.
The Scheme will be governed by the laws of Guernsey and be
subject to the jurisdiction of the Court and to the conditions and
further terms set out in this Appendix I and to be set out in the
Scheme Document. The Offer will also be subject to the applicable
requirements of the Companies Law of Guernsey, the Court (as a
result of HWSIL being incorporated in Guernsey), the U.K. Listing
Authority, the London Stock Exchange, the GFSC (as a result of
HWSIL being a registered closed-ended investment company in
Guernsey), the Code and U.S. federal securities law (except to the
extent that exemptive relief has been granted by the SEC). This
Announcement does not constitute, or form part of, an offer or
invitation to purchase HWSIL Shares or any other securities.
APPIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement:
1. The value of HWSIL's entire issued and to be issued ordinary
share capital of approximately GBP79,642,300 is based on:
(a) the Offer value of 55.5 pence in cash per HWSIL Share; and
(b) the 143,499,667 HWSIL Shares in issue (excluding 1,670,796
HWSIL Shares held as treasury shares) on 21 July 2020 (being the
last practicable date before the date of this Announcement).
2. Unless otherwise stated, all prices and Closing Prices for
the HWSIL Shares are derived from the London Stock Exchange.
3. The financial information relating to HWSIL is extracted
(without adjustment) from the audited financial statements of HWSIL
for the financial year to 30 June 2019 and the unaudited interim
results of HWSIL for the six months to 31 December 2019, prepared
in accordance with IFRS, the HWSIL portfolio update announcement on
20 November 2019, the HWSIL 31 May 2020 Net Asset Value
announcement released on 26 June 2020 and the HWSIL 30 June 2020
Net Asset Value announcement released on 17 July 2020.
4. The premium and discount calculations to the Offer value per
HWSIL Share have been calculated by reference to:
(a) the Closing Price per HWSIL Share of 29.00 pence on 21 July
2020 (being the last Business Day before the date of this
Announcement); and
(b) the published NAV per HWSIL Share of 62.36 pence on 30 June
2020 (being the date of the latest NAV published by HWSIL prior to
the date of this Announcement).
5. The total exit proceeds of 74.5 pence since HWSIL adopted a
managed wind-down strategy is based on:
(a) the Offer value of 55.5 pence per HWSIL Share, comprising
55.5 pence in cash for each HWSIL Share held; and
(b) the capital return of 19 pence per HWSIL Share in cash
distributed to HWSIL Shareholders in April 2020 as announced on 31
March 2020.
APPIX III IRREVOCABLE UNDERTAKINGS
1. Directors
Bidco has received irrevocable undertakings from each of the
HWSIL Directors that holds HWSIL Shares, as listed below, to vote
or instruct (and use all reasonable endeavours to procure) votes to
approve the Scheme at the Court Meeting and in favour of the
Special Resolution to be passed at the General Meeting (or in the
event that the Offer is implemented by way of a Takeover Offer, to
accept or instruct (and use all reasonable endeavours to procure)
acceptance of the Takeover Offer) in respect of their own holdings
being, in aggregate, 224,436 HWSIL Shares, representing
approximately 0.16 per cent. of the issued share capital of HWSIL
(excluding HWSIL Shares held as treasury shares) as at 21 July 2020
(being the last practicable date prior to the date of this
Announcement).
Name of HWSIL Director Number of HWSIL Shares Percentage of HWSIL
issued share capital*
David Warr 156,973 0.109
John Falla 60,000 0.042
Nigel Ward 7,463 0.005
TOTAL 224,436 0.156
*excluding HWSIL Shares held as treasury shares
These irrevocable undertakings will continue to be binding in
the event that a higher competing offer is made for HWSIL.
These irrevocable undertakings will cease to be binding on the
earliest to occur of the following events:
-- the Scheme Document or, if the Offer is implemented by way of
a Takeover Offer, the offer document is not posted to shareholders
of HWSIL within the permitted period under the Code or as otherwise
agreed with the Panel;
-- the Scheme Document or, if the Offer is implemented by way of
a Takeover Offer, the offer document has not become effective or
been declared unconditional in all respects in accordance with the
requirements of the Code (as the case may be) prior to the Long
Stop Date;
-- the Scheme Document or, if the Offer is implemented by way of
a Takeover Offer, the offer document has lapsed or been withdrawn
and no new, revised or replacement Scheme or Takeover Offer has
been announced by Bidco in accordance with the requirements of the
Code at the same time; or
-- if any competing offer for the issued and to be issued
ordinary share capital of HWSIL is made which is declared
unconditional in all respects or otherwise becomes effective.
2. Other HWSIL Shareholders
Bidco has received irrevocable undertakings from six HWSIL
Shareholders, as listed below, to vote or procure votes to approve
the Scheme at the Court Meeting and in favour of the Special
Resolution to be passed at the General Meeting (or in the event
that the Offer is implemented by way of a Takeover Offer, to accept
or procure acceptance of the Takeover Offer) in respect of a total
of 108,077,963 HWSIL Shares, representing approximately 75.32 per
cent. of the issued share capital of HWSIL (excluding HWSIL Shares
held as treasury shares) as at 21 July 2020 (being the last
practicable date prior to the date of this Announcement).
Name of HWSIL Shareholder Number of HWSIL Percentage of HWSIL
Shares issued share capital*
Quilter Investors 32,823,924 22.87
Premier Miton Investors
("Premier Miton") 19,202,893 13.38
CG Asset Management 11,648,774 8.12
Almitas Capital 8,295,000 5.78
Invesco Asset Management
("Invesco") 14,485,594 10.09
Investec Wealth & Investment
("Investec") 21,621,778 15.07
TOTAL 108,077,963 75.32
*excluding HWSIL Shares held as treasury shares
Save for the irrevocable undertaking given by Invesco, these
irrevocable undertakings will continue to be binding in the event
that a higher competing offer is made for HWSIL. The irrevocable
undertaking given by Invesco will cease to be binding if a third
party makes a competing cash offer at a value which, in Invesco's
reasonable opinion, exceeds the value per HWSIL Share under the
Offer by ten (10) per cent. or more per HWSIL Share (provided that,
if no later than seven days after the day on which the third
party's offer is made, the consideration per HWSIL Share under the
Offer is increased such that its value is equal to or exceeds the
third party's offer, the irrevocable undertaking shall not
lapse).
Save for the irrevocable undertaking given by Investec, these
irrevocable undertakings will cease to be binding if the Scheme
Document or, if the Offer is implemented by way of a Takeover
Offer, the offer document is not posted to shareholders of HWSIL
within the permitted period under the Code or as otherwise agreed
with the Panel. The irrevocable undertaking given by Investec will
cease to be binding if the Scheme Document or, if the Offer is
implemented by way of a Takeover Offer, the offer document is not
posted to shareholders of HWSIL within 28 days of 22 July 2020.
All six irrevocable undertakings will cease to be binding
if:
-- the Scheme Document or, if the Offer is implemented by way of
a Takeover Offer, the offer document has not become effective or
been declared unconditional in all respects in accordance with the
requirements of the Code (as the case may be) prior to the Long
Stop Date; or
-- the Scheme Document or, if the Offer is implemented by way of
a Takeover Offer, the offer document has lapsed or been withdrawn
and no new, revised or replacement Scheme or Takeover Offer has
been announced by Bidco in accordance with the requirements of the
Code at the same time.
Save for the irrevocable undertaking given by Invesco, these
irrevocable undertakings will cease to be binding if any competing
offer for the issued and to be issued ordinary share capital of
HWSIL is made which is declared unconditional in all respects or
otherwise becomes effective.
The irrevocable undertaking given by Invesco will also cease to
be binding:
-- if Bidco publicly announces, with the consent of the Panel
and before the Scheme Document is published, that it does not
intend to proceed with the Offer; or
-- in the event of any switch between a Scheme and a Takeover
Offer unless: (a) in Invesco's reasonable opinion, such switch will
not result in an extension of the period during which the
irrevocable undertaking will be binding or result in any
consequences adverse to Invesco's interests or to the interests of
Invesco's funds; or (b) Bidco obtains Invesco's prior written
consent to the contrary.
In addition, Invesco has a right, but not an obligation, to
terminate its irrevocable undertaking with immediate effect if:
-- Bidco waives or amends any condition contained in the Offer
Document or Scheme Document (as applicable) which Invesco
reasonably believes to be material to the Offer, HWSIL or Bidco;
or
-- the level of acceptances to the Takeover Offer are such that
it is likely that HWSIL will not become a wholly owned subsidiary
of Bidco.
The irrevocable undertaking given by Premier Miton will also
cease to be binding in relation to such shares as are required to
be sold to: (a) meet redemption requests; or (b) ensure Premier
Miton remains in compliance with its investment and borrowing
limits set out under the FCA's Collective Investment Schemes
Sourcebook, provided Premier Miton has used all reasonable
endeavours to explore other options to meet such regulatory
obligations.
The irrevocable undertaking given by Investec will also cease to
be binding if:
-- there is a material difference between: (a) the draft 2.7
announcement attached to the irrevocable undertaking; and (b) this
Announcement, the Scheme Document or, if the Offer is implemented
by way of a Takeover Offer, the offer document; or
-- Bidco announces that it does not intend to proceed with the Offer.
APPIX IV DEFINITIONS
Announcement means this announcement made pursuant to Rule 2.7
of the Code, including its Appendices;
Appendices means the appendices to this Announcement and the
Appendix has a corresponding meaning;
Articles means the articles of incorporation of HWSIL from time
to time;
Bidco means Cubitt Trade Holdings LLC, a limited liability
company incorporated in Delaware with registered number
7929658;
Bidco Group means Bidco and its parent undertakings and its and
such parent undertakings' subsidiary undertakings and, where the
context permits, each of them;
Biomass Investees means Biomass Premium Fuels Limited (a company
incorporated in England and Wales with company no 11707332) and
Biomass Optimum Fuels Limited (a company incorporated in England
and Wales with company no 11707050);
Business Day means a day, (other than a Saturday, Sunday, public
or bank holiday) on which banks are generally open for business in
London and Guernsey;
Closing Price means the closing middle market quotation of a
share derived from the Daily Official List of the London Stock
Exchange;
CMA means the U.K. Competition and Markets Authority (or any
successor body or bodies carrying out the same functions in the
United Kingdom from time to time);
CMA Phase 2 Reference means a reference pursuant to sections 33,
45 or 62 of the Enterprise Act 2002 of the Offer to the chair of
the CMA for the constitution of a group under Schedule 4 to the
Enterprise and Regulatory Reform Act 2013;
Code means the City Code on Takeovers and Mergers;
Companies Act means the U.K. Companies Act 2006;
Companies Law of Guernsey means The Companies (Guernsey) Law,
2008;
Conditions means the conditions to the Offer set out in Part A
of Appendix I;
Confidentiality Agreement means the confidentiality agreement
entered into between PETRA Group Holdings Limited, PETRA Management
Limited and HWSIL dated 16 June 2020;
Court means the Royal Court of Guernsey;
Court Hearing means the Court hearing at which HWSIL will seek
an order sanctioning the Scheme;
Court Meeting means the meeting or meetings of the Scheme
Shareholders to be convened by order of the Court pursuant to
section 107 of the Companies Law of Guernsey for the purpose of
considering and, if thought fit, approving the Scheme (with or
without amendment approved or imposed by the Court and agreed to by
Bidco and HWSIL) including any adjournment, postponement or
reconvention of any such meeting, notice of which shall be
contained in the Scheme Document;
CREST the computerised settlement system (as defined in the
CREST Regulations) operated by Euroclear UK & Ireland Limited
which facilitates the transfer of title to shares in uncertificated
form;
CREST Regulations means the Uncertificated Securities (Guernsey)
Regulations, 2009, including (i) any enactment or subordinate
legislation which amends or supersedes those regulations and (ii)
any applicable rules made under those regulations or any such
enactment or subordinate legislation for the time being in
force;
Disclosed means the information disclosed by or on behalf of
HWSIL: (i) in the annual report and accounts of the HWSIL Group for
the financial year ended 30 June 2019; (ii) in the interim report
and condensed unaudited consolidated financial statements of HWSIL
Group for the six month period ended 31 December 2019; (iii) in any
other public announcement made by Regulatory Information Service by
HWSIL before the date of this Announcement; (iv) in this
Announcement; or (v) as otherwise fairly disclosed by or on behalf
of HWSIL to Bidco (or its officers, employees, agents or advisers)
before the date of this Announcement;
Effective means:
(a) if the Offer is implemented by way of the Scheme, the Scheme
having become effective in accordance with its terms; or
(b) if the Offer is implemented by way of a Takeover Offer, the
Takeover Offer having been declared or become unconditional in all
respects in accordance with the requirements of the Code;
Effective Date means the date on which the Offer becomes
Effective;
FCA means the Financial Conduct Authority;
finnCap means finnCap Limited;
Forms of Proxy means the form of proxy in connection with the
Court Meeting and the form of proxy in connection with the General
Meeting, each of which shall accompany the Scheme Document;
General Meeting means the general meeting of the HWSIL
Shareholders (including any adjournment thereof) to be convened for
the purpose of considering, and if thought fit, approving the
Special Resolution, notice of which shall be contained in the
Scheme Document;
GFSC means the Guernsey Financial Services Commission;
Guernsey means the Island of Guernsey;
HWSIL or the Company means HWSI Realisation Fund Limited, a
non-cellular company limited by shares incorporated in Guernsey
with registered number 61955;
HWSIL Board means the board of HWSIL Directors;
HWSIL Directors means the directors of HWSIL as at the date of
this Announcement or, where the context so requires, the directors
of HWSIL from time to time;
HWSIL Group means HWSIL and its subsidiary undertakings and,
where the context permits, each of them;
HWSIL Shareholders means the holders of HWSIL Shares from time
to time;
HWSIL Shares means the ordinary shares of no par value in the
capital of HWSIL;
Irrevocable Undertakings mean the irrevocable undertakings to
vote or instruct the exercise of votes and use all reasonable
endeavours to procure votes in favour of the Scheme at the Court
Meeting and in favour of the Special Resolution at the General
Meeting (or in the event that the Offer is implemented by way of a
Takeover Offer, to accept or procure acceptance of the Takeover
Offer) as detailed in Section 8 of this Announcement;
London Stock Exchange means London Stock Exchange plc;
Long Stop Date means 30 November 2020, or such later date (if
any) as Bidco and HWSIL may agree, with the consent of the Panel,
and (if required) the Court may allow;
Meetings means the Court Meeting and the General Meeting;
Net Asset Value or NAV means the net asset value of HWSIL in
total or (as the context requires) per HWSIL Share calculated in
accordance with HWSIL's valuation policies;
Offer means the proposed acquisition by Bidco (or its
nominee(s)) of the entire issued and to be issued ordinary share
capital of HWSIL, to be implemented by means of the Scheme as
described in this Announcement (or, should Bidco so elect, by a
Takeover Offer under certain circumstances described in this
Announcement);
Offer Period means the period commencing on the date of this
Announcement and ending on (i) the earlier of the date on which the
Scheme becomes Effective and/or the date on which the Scheme lapses
or is withdrawn (or such other date as the Panel may decide) or
(ii) the earlier of the date on which the Takeover Offer has become
or has been declared unconditional as to acceptances and/or the
date on which the Takeover Offer lapses or is withdrawn (or such
other date as the Panel may decide), in each case other than where
such lapsing or withdrawal is a result of Bidco exercising its
right to implement the Offer by way of a Takeover Offer;
Official List means the official list maintained by the U.K.
Listing Authority pursuant to Part 6 of the Financial Services and
Markets Act 2000;
Opening Position Disclosure means an announcement containing
details of interests or short positions in, or rights to subscribe
for, any relevant securities of a party to the offer if the person
concerned has such a position, as defined in Rule 8 of the
Code;
Overseas Shareholders means HWSIL Shareholders who have a
registered address in a jurisdiction outside the U.K. or Guernsey,
or whom Bidco reasonably believes to be citizens, residents or
nationals of a jurisdiction outside the U.K. or Guernsey;
Panel means the U.K. Panel on Takeovers and Mergers;
PETRA Group means BlueCompass Management Partners LP and any
body corporate which is owned or controlled directly or indirectly
by BlueCompass Management Partners LP, including Bidco;
Phase 2 Proceedings means proceedings initiated by the European
Commission under Article 6(1)(c) of Council Regulation 139/2004/EC
in respect of an offer or possible offer;
Regulation means Council Regulation (EC) No 139/2004;
Regulatory Information Service means a regulatory information
service as defined in the FCA's handbook of rules and guidance as
amended from time to time;
Relevant Authority means any central bank, ministry,
governmental, quasi-governmental, supranational (including the
European Union), statutory, regulatory or investigative body,
authority or tribunal (including any national or supranational
antitrust, competition or merger control authority, any sectoral
ministry or regulator and any foreign investment review body),
national, state, municipal or local government (including any
subdivision, court, tribunal, administrative agency or commission
or other authority thereof), any entity owned or controlled by
them, any private body exercising any regulatory, taxing, importing
or other authority, trade agency, association, institution or
professional or environmental body in any jurisdiction;
Restricted Jurisdiction means any jurisdiction where local laws
or regulations may result in a significant risk of civil,
regulatory or criminal exposure if information concerning the Offer
is sent or made available to HWSIL Shareholders in that
jurisdiction;
Scheme means a Court-sanctioned scheme of arrangement pursuant
to which the Offer is to be made under Part VIII of the Companies
Law of Guernsey;
Scheme Document means the document to be dispatched to HWSIL
Shareholders including, among other things, the Scheme, an
explanatory statement in compliance with Part VIII of the Companies
Law of Guernsey and the notices convening the Court Meeting and the
General Meeting;
Scheme Record Time means the time and date specified in the
Scheme Document by reference to which the entitlements of Scheme
Shareholders under the Scheme will be determined, expected to be
6.00 pm on the Business Day before the Scheme becomes
Effective;
Scheme Shareholder means the holders of Scheme Shares from time
to time;
Scheme Shares means the HWSIL Shares:
(a) in issue at the date of the Scheme Document;
(b) issued after the date of the Scheme Document and before the
Voting Record Time; and
(c) issued at or after the Voting Record Time and before the
Scheme Record Time, either on terms that the original or any
subsequent holders of such shares are to be bound by the Scheme or
in respect of which their holders are, or 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 HWSIL Shares held as treasury shares at any
relevant date or time and any HWSIL Shares registered in the name
of or beneficially owned by Bidco or its nominees or any other
member of the Bidco Group at any relevant date or time;
SEC means the US Securities and Exchange Commission;
Significant Interest means, in relation to an undertaking, a
direct or indirect interest of 20 per cent. or more of: (i) the
total voting rights conferred by the equity share capital (as
defined in section 548 of the Companies Act) of such undertaking or
(ii) the relevant partnership interest;
Special Resolution means the special resolution to be proposed
by HWSIL at the General Meeting in connection with, among other
things, the approval of the Scheme and the alteration of the
Articles and such other matters as may be necessary to implement
the Scheme and the delisting of the HWSIL Shares;
Takeover Offer means, if the Offer is implemented by way of a
takeover offer (which shall be an offer for the purposes of section
337 of the Companies Law of Guernsey), the offer to be made by or
on behalf of Bidco to acquire the entire issued and to be issued
ordinary share capital of HWSIL including, where the context
admits, any subsequent revision, variation, extension or renewal of
such offer;
Third Party means any government or governmental,
quasi-governmental, supranational, statutory, regulatory,
administrative, environmental, professional or investigative body,
court, trade agency, association, institution, any entity owned or
controlled by any relevant government or state, or any similar body
or person whatsoever in any jurisdiction;
U.K. means the United Kingdom of Great Britain and Northern
Ireland;
U.K. Listing Authority means the FCA as the authority for
listing in the U.K. when it is exercising its powers under Part 6
of the Financial Services and Markets Act 2000;
U.S. means the United States of America, its territories and
possessions, any state of the United States of America and the
District of Columbia;
U.S. Exchange Act means the U.S. Securities Exchange Act of
1934;
Voting Record Time means the time and date specified in the
Scheme Document by reference to which entitlement to vote at the
Court Meeting will be determined, expected to be 6.00 p.m. on the
day two days prior to the Court Meeting or any adjournment thereof
(as the case may be), excluding any date that is not a Business
Day;
Wider Bidco Group means Bidco and its parent undertakings and
its and such parent undertakings' subsidiary undertakings and
associated undertakings and any other body corporate partnership,
joint venture or person in which Bidco and all such undertakings
(aggregating their interests) have a Significant Interest (other
than any member of the Wider HWSIL Group);
Wider HWSIL Group means HWSIL and its subsidiaries, subsidiary
undertakings, associated undertakings and any other body corporate,
partnership, joint venture or person in which HWSIL and all such
undertakings (aggregating their interests) have a Significant
Interest; and
Winterflood means Winterflood Securities Limited.
For the purposes of this Announcement, "subsidiary", "subsidiary
undertaking" and "undertaking" have the respective meanings given
by the Companies Act.
All references to GBP, pence, Sterling, Pounds sterling, p or
GBP are to the lawful currency of the United Kingdom.
All references to statutory provision or law or to any order or
regulation shall be construed as a reference to that provision,
law, order or regulation as extended, modified, replaced or
re-enacted from time to time and all statutory instruments,
regulations and orders from time to time made thereunder or
deriving validity therefrom.
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
OFFUURVRRAUBURR
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