TIDMJNY
RNS Number : 0094O
Jaguar Holdings Limited
01 November 2016
For immediate release
Not for release, publication or distribution, in whole or in
part, DIRECTLY OR INDIRECTLY in, into or from any RESTRICTED
jurisdiction (INCLUDING THE UNITED STATES OF AMERICA) where to do
so would constitute a violation of the relevant laws or regulations
of such jurisdiction. THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
1 November 2016
RECOMMED MANDATORY CASH OFFER
FOR
JOURNEY GROUP PLC
BY
JAGUAR HOLDINGS LIMITED
1. Introduction
On 11 October 2016, the Independent Directors and the Jaguar
Holdings Directors announced that they had reached agreement on the
terms of a recommended cash offer (the "Offer") pursuant to which
Jaguar Holdings will acquire the entire issued and to be issued
share capital of Journey under the provisions of Part 28 of the
Companies Act for 240 pence per Journey Share, which values the
existing issued share capital of Journey at approximately GBP28.4
million. This Offer was a new and separate offer from that which
was announced on 23 August 2016 and which lapsed on 3 October 2016
despite the support of 68.77 per cent. of those Journey Shares
voted by Journey Shareholders at the Court Meeting.
On 21 October 2016, Jaguar Holdings posted an offer document to
Journey Shareholders setting out the full terms and conditions of
the Offer (the "Original Offer Document"), together (where
appropriate) with the Form of Acceptance. The Original Offer
Document and a pro forma Form of Acceptance are available on
Journey's website at www.journeygroup.plc.uk.
Jaguar Holdings announces that it has today acquired 1,557,771
Journey Shares (representing approximately 13.15 per cent. of the
existing issued share capital of Journey) from Kestrel Partners
LLP, at a price of 240 pence per Journey Share (the "Share
Purchase"). The Share Purchase, when aggregated with the Journey
Shares already held by the Existing Harwood Investors, results in
Jaguar Holdings together with the Harwood Funds being interested,
in aggregate, in 5,104,082 Journey Shares, representing
approximately 43.09 per cent. of the existing issued share capital
of Journey.
As a result of the Share Purchase, Jaguar Holdings and the
Harwood Funds have increased their interest in Journey Shares, in
aggregate, to more than 30 per cent. of the existing issued share
capital of Journey and Jaguar Holdings is therefore required to
revise the terms and conditions of the Offer in accordance with,
inter alia, Rule 9 of the Code.
Accordingly, Jaguar Holdings announces that the Offer has now
become a recommended mandatory cash offer, pursuant to Rule 9 of
the Code, for the entire issued and to be issued share capital of
Journey not already held by Jaguar Holdings (the "Recommended
Mandatory Offer").
The Irrevocable Undertakings to accept the Offer, provided by
certain of the Independent Directors, and, in respect of Dimitri
Goulandris, the trustee of the trust in which he is a named
beneficiary, (further details of which are set out in paragraph 9
of Appendix V to the Original Offer Document) amount, in aggregate,
to 1,236,353 Journey Shares representing approximately 10.44 per
cent. of the existing issued Journey Shares. Jaguar Holdings and
the Harwood Funds, are therefore together interested in, or have
obtained Irrevocable Undertakings in respect of, in aggregate,
6,340,435 Journey Shares, representing approximately 53.52 per
cent. of the existing issued Journey Shares.
Accordingly, it is highly probable that the Revised Condition
(as defined and set out below) to the Recommended Mandatory Offer,
being the only condition to the Recommended Mandatory Offer, will
be met within 14 days of the date of posting of the revised offer
document.
2. The Revised Condition to the Recommended Mandatory Offer
In accordance with Rule 9 of the Code, all of the Conditions set
out in Part A of Appendix I to the Original Offer Document shall
immediately cease to apply and shall be replaced with the following
revised condition:
"Valid acceptances of the Recommended Mandatory Offer being
received (and not, where permitted, withdrawn) by no later than
1.00 p.m. (London time) on 15 November 2016 (or such later time(s)
and/or date(s) as Jaguar Holdings may, subject to the rules of the
Code or with the consent of the Panel, decide) in respect of such
number of Journey Shares which, when aggregated with the Journey
Shares held by Jaguar Holdings and any person acting in concert
with Jaguar Holdings at the date of the Offer and any Journey
Shares acquired or agreed to be acquired by Jaguar Holdings or any
person acting in concert with Jaguar Holdings on or after such
date, carry more than 50 per cent. of the voting rights then
normally exercisable at a general meeting of Journey, including for
this purpose any such voting rights attaching to Journey Shares
which have been unconditionally allotted or issued before the
Recommended Mandatory Offer becomes or is declared unconditional
(whether pursuant to the exercise of any outstanding subscription
or conversion rights or otherwise (the "Revised Condition"). For
the purposes of the Revised Condition, Journey Shares which have
been unconditionally allotted but not issued shall be deemed to
carry the voting rights which they will carry upon issue."
Save as set out in this announcement, the Recommended Mandatory
Offer will be subject to the same terms and conditions as the Offer
set out in the Original Offer Document and, in respect of Journey
Shares held in certificated form, the Form of Acceptance. The
Recommended Mandatory Offer is a revision to the Offer and shall be
construed accordingly.
In accordance with Rule 32.1 of the Code, a revised offer
document (the "Mandatory Offer Document") containing details of the
Recommended Mandatory Offer is today being posted to Journey
Shareholders and will also be made available on Journey's website
at www.journeygroup.plc.uk by no later than 12 noon (London time)
on 2 November 2016.
Under the terms of the Recommended Mandatory Offer, valid
acceptances of the Offer are automatically deemed to be valid
acceptances of the Recommended Mandatory Offer. Accordingly,
Journey Shareholders who have already validly accepted and not
validly withdrawn their acceptances of the Offer will, once the
Recommended Mandatory Offer becomes or is declared unconditional as
to acceptances, receive the consideration payable under the
Recommended Mandatory Offer and need therefore take no further
action.
3. First Closing Date of the Recommended Mandatory Offer
The first closing date of the Recommended Mandatory Offer has
been extended to 1.00 p.m. (London time) on 15 November 2016 being
14 days after the date of posting of the Mandatory Offer
Document.
Any extensions of the Recommended Mandatory Offer will be
publicly announced no later than 8.00 a.m. on the Business Day
following the date on which the Recommended Mandatory Offer was
otherwise due to expire, or such later date or time as the Panel
may agree.
4. Independent Directors' Recommendation
The Independent Directors, who have been so advised by Stockdale
Securities, continue to consider the terms of the Recommended
Mandatory Offer to be fair and reasonable so far as Journey
Shareholders are concerned and continue to support the Recommended
Mandatory Offer, for the same reasons set out in paragraph 3 of
Part I (Letter from the Executive Chairman of Journey) of the
Original Offer Document. In providing its advice to the Independent
Directors, Stockdale Securities has continued to take into account
the commercial assessments of the Independent Directors.
Accordingly, the Independent Directors recommend that Journey
Shareholders accept the Recommended Mandatory Offer as soon as
possible and, in any event, by no later than 1.00 p.m. (London
time) on 15 November 2016 as each of the Independent Directors
(save for Joseph Golio) who currently holds or controls Journey
Shares has irrevocably undertaken so to do (or procure to be done)
in respect of their own beneficial shareholdings (or the
shareholdings they control), amounting, in aggregate, to 1,236,353
Journey Shares (representing approximately 10.44 per cent. of the
existing issued share capital of Journey). These figures include
certain Journey Shares held in trust where Dimitri Goulandris is a
named beneficiary, for which a separate irrevocable undertaking
from the trustee has been obtained.
The Recommended Mandatory Offer is not being made available in
any Restricted Jurisdiction and, consequently, as a US resident,
Joseph Golio is unable to provide an irrevocable undertaking to
accept the Recommended Mandatory Offer in respect of his beneficial
shareholding amounting to 91,045 Journey Shares (representing
approximately 0.77 per cent. of the existing issued share capital
of Journey).
5. Financing of the Recommended Mandatory Offer
Strand Hanson, financial adviser to Jaguar Holdings, continues
to be satisfied that sufficient financial resources are available
to Jaguar Holdings to enable it to implement the Recommended
Mandatory Offer in full, as detailed in paragraphs 6 and 7 of Part
II of the Original Offer Document.
6. Cancellation of admission to trading on AIM, compulsory acquisition and re-registration
If, following the Recommended Mandatory Offer becoming, or being
declared, unconditional in all respects, Jaguar Holdings has by
virtue of its shareholdings and acceptances of the Recommended
Mandatory Offer acquired, or agreed to acquire, Journey Shares
representing at least 75 per cent. of the voting rights of Journey,
Jaguar Holdings intends to procure that Journey applies to the
London Stock Exchange for the cancellation of the admission of
Journey Shares to trading on AIM.
Should Jaguar Holdings proceed with the intended cancellation, a
notice period of not less than 20 Business Days will be given on or
after the date on which the Recommended Mandatory Offer becomes, or
is declared, unconditional in all respects. Should Jaguar Holdings
not receive acceptances to the Recommended Mandatory Offer of equal
to, or greater than, 75 per cent. of the voting rights of Journey,
then Jaguar Holdings intends to seek the cancellation of the
admission of Journey Shares to trading on AIM under the provisions
set out in Rule 41 of the AIM Rules.
The cancellation of admission to trading of Journey Shares on
AIM would significantly reduce the liquidity and marketability of
any Journey Shares for which the Recommended Mandatory Offer is not
accepted.
Once the Recommended Mandatory Offer has become, or is declared,
unconditional in all respects, even if the admission to trading of
the Journey Shares on AIM is not subsequently cancelled, Jaguar
Holdings shall retain control over the management and governance of
the Wider Journey Group and the holders of other Journey Shares
shall not be able to block ordinary resolutions of Journey and the
ability of such shareholders, through the exercise of shareholder
rights, to influence the day-to-day management or governance of the
Wider Journey Group, to direct its future strategy or to direct the
declaration or payment of dividends or other distributions shall
accordingly be significantly reduced.
If Jaguar Holdings receives acceptances under the Recommended
Mandatory Offer in respect of, and/or otherwise acquires, 90 per
cent. or more of the Journey Shares: (i) by nominal value; and (ii)
by voting rights attaching to such shares, in each case to which
the Offer relates, Jaguar Holdings intends to exercise its rights
pursuant to the provisions of Chapter 3 of Part 28 of the Companies
Act to acquire compulsorily the remaining Journey Shares in respect
of which the Recommended Mandatory Offer has not been accepted on
the same terms as the Recommended Mandatory Offer.
It is also proposed that, following the Recommended Mandatory
Offer becoming or being declared unconditional in all respects and
admission to trading on AIM of Journey Shares having been
cancelled, Journey will be re-registered as a private company under
the relevant provisions of the Companies Act.
7. Action to be taken
Under the terms of the Recommended Mandatory Offer, valid
acceptances of the Offer are automatically deemed to be valid
acceptances of the Recommended Mandatory Offer. Accordingly,
Journey Shareholders who have already validly accepted and not
validly withdrawn their acceptances of the Offer will, once the
Recommended Mandatory Offer becomes or is declared unconditional as
to acceptances, receive the consideration payable under the
Recommended Mandatory Offer and need therefore take no further
action.
Journey Shareholders who have not yet accepted the Offer and who
wish to accept the Recommended Mandatory Offer are urged to do as
soon as possible and, in any event, by no later than 1.00 p.m.
(London time) on 15 November 2016. To do so:
- Journey Shareholders who hold their Journey Shares in
certificated form (that is, not in CREST), should complete and
return the Form of Acceptance which was enclosed with the Original
Offer Document in accordance with the instructions set out in
paragraph 13.1 of the letter from Jaguar Holdings to Journey
Shareholders in Part II of the Original Offer Document and the
instructions printed on the Form of Acceptance as soon as possible
and, in any event, not later than 1.00 p.m. (London time) on 15
November 2016. You should complete a separate Form of Acceptance
for Journey Shares held in certificated form but under different
designations.
- Journey Shareholders who hold their Journey Shares in
uncertificated form (that is, in CREST) should follow the procedure
for Electronic Acceptance through CREST in accordance with the
instructions set out in paragraph 13.2 of the letter from Jaguar
Holdings to Journey Shareholders in Part II of the Original Offer
Document so that a TTE Instruction settles as soon as possible and,
in any event, not later than 1.00 p.m. (London time) on 15 November
2016. If Journey Shareholders hold their Journey Shares as a CREST
sponsored member, they should refer to their CREST sponsor as only
their CREST sponsor will be able to send the necessary TTE
instruction to Euroclear.
If you hold Journey Shares in both certificated and
uncertificated forms and wish to accept the Recommended Mandatory
Offer in respect of any or all of such shares, you should complete
the Form of Acceptance which was enclosed with the Original Offer
Document in respect of your Journey Shares held in certificated
form only and follow the procedure for Electronic Acceptance
through CREST in respect of your Journey Shares held in
uncertificated form.
With respect to Journey Shareholders who hold their shares in
certificated form, the Form of Acceptance enclosed with the
Original Offer Document should be used to accept the Recommended
Mandatory Offer. If, for whatever reason, you did not receive or
have mislaid your Form of Acceptance you may request a new Form of
Acceptance by telephoning the Receiving Agent, Capita Asset
Services, between 9.00 a.m. and 5.30 p.m. (London time) Monday to
Friday on +44 (0)371 664 0321. Calls are charged at the standard
geographic rate and will vary by provider. Calls to the helpline
from outside the United Kingdom will be charged at applicable
international rates. Calls may be recorded and randomly monitored
for security and training purposes. The helpline cannot provide
advice on the merits of the Recommended Mandatory Offer nor give
any financial, legal or tax advice.
8. General
Save as set out in this announcement and as will be further
explained in the Mandatory Offer Document, the Recommended
Mandatory Offer will be subject to the same terms and conditions as
the Offer as set out in the Original Offer Document, the Offer
Announcement and, where Journey Shares are held in certificated
form, the Form of Acceptance. Accordingly, your attention is drawn
to the Original Offer Document and the pro forma Form of
Acceptance, both of which are available on Journey's website at
www.journeygroup.plc.uk and the Offer Announcement.
Capitalised terms and expressions used in this announcement
shall, unless otherwise defined herein and save as the context
otherwise requires, have the same meanings as given to them in the
Offer Announcement and the Original Offer Document which was posted
to Journey Shareholders on 21 October 2016.
Enquiries:
Jaguar Holdings Limited Tel: +44 (0) 207
Christopher Mills, Director 640 3200
Tim Sturm, Director
Strand Hanson Limited Tel: +44 (0) 207
(Financial Adviser to Jaguar 409 3494
Holdings and Harwood Capital)
Stuart Faulkner
Matthew Chandler
James Dance
Journey Group plc Tel: +44 (0) 208
Stephen Yapp, Executive Chairman 606 1300
Alison Whittenbury, Chief Financial
Officer
Stockdale Securities Limited Tel: +44 (0) 207
(Financial adviser to Journey) 601 6100
Tom Griffiths
Edward Thomas
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Jaguar Holdings and Harwood
Capital and no-one else in connection with the Recommended
Mandatory Offer and other matters described in this announcement
and will not be responsible to anyone other than Jaguar Holdings
and Harwood Capital for providing the protections afforded to
clients of Strand Hanson Limited or for providing advice in
relation to the Recommended Mandatory Offer, the contents of this
announcement or any other matter referred to herein.
Stockdale Securities Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Journey and no-one else in
connection with the Recommended Mandatory Offer and other matters
described in this announcement and will not be responsible to
anyone other than Journey for providing the protections afforded to
clients of Stockdale Securities Limited or for providing advice in
relation to the Recommended Mandatory Offer, the contents of this
announcement or any other matter referred to herein.
In accordance with Rule 30.3 of the Code, you may request a hard
copy of this announcement by contacting the Receiving Agent, Capita
Asset Services, during business hours on 0371 664 0321 from within
the UK or +4420 8639 3399 if calling from outside the UK or by
submitting a request in writing to Capita Asset Services at The
Registry, 34 Beckenham Road, Kent, BR3 4TU. It is important that
you note that unless you make a request, a hard copy of this
announcement and any such information incorporated by reference in
it will not be sent to you. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Recommended Mandatory Offer should be sent in hard
copy form.
SHAREHOLDERS ARE ADVISED TO READ THE MANDATORY OFFER DOCUMENT
(ONCE RECEIVED) AND THE ORIGINAL OFFER DOCUMENT CAREFULLY. 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 SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE
SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL
THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED
TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF
APPLICABLE LAW. THE RECOMMENDED MANDATORY OFFER IS BEING MADE
SOLELY BY MEANS OF THE MANDATORY OFFER DOCUMENT AND THE ORIGINAL
OFFER DOCUMENT (TO THE EXTENT NOT REVISED BY THE MANDATORY OFFER
DOCUMENT), WHICH CONTAIN THE FULL TERMS AND CONDITIONS OF THE
RECOMMENDED MANDATORY OFFER, AND IN THE CASE OF JOURNEY SHARES HELD
IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN
RELATION TO THE RECOMMENDED MANDATORY OFFER SHOULD BE MADE ONLY ON
THE BASIS OF THE INFORMATION CONTAINED IN THESE DOCUMENTS.
The availability of the Recommended Mandatory Offer and the
release, publication and distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons who are not
resident in the United Kingdom into whose possession this
announcement comes should inform themselves about and observe any
such restrictions. Failure to comply with any such restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Recommended Mandatory
Offer disclaim any responsibility or liability for the violation of
such restrictions by any person. Copies of this announcement and
any formal documentation relating to the Recommended Mandatory
Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in, into or from
any Restricted Jurisdiction.
This announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules 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 the United Kingdom.
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
Journey 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) Journey and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
Journey 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 Journey or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant
securities of Journey 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) Journey and
(ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the business day
following the date of the relevant dealing.
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 Journey 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 Journey and by
any offeror and Dealing Disclosures must also be made by Journey,
by any offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in any Restricted
Jurisdiction, on Journey's website at www.journeygroup.plc.uk until
the end of the offer period (or, if later, the end of any
competition reference period). For the avoidance of doubt, the
contents of the website referred to above are not incorporated into
and do not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFBUAVARNKAARAA
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