TIDMSTCK
RNS Number : 6334T
Stock Spirits Group PLC
25 November 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
25 November 2021
RECOMMED CASH ACQUISITION
of
Stock Spirits Group PLC
by
Sunray Investments Luxembourg S. à. r.l.
(a company indirectly owned by
certain funds advised by affiliates of CVC Advisers Limited)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Court Sanction of Scheme of Arrangement
On 12 August 2021, the boards of Stock Spirits Group PLC ("
Stock Spirits ") and Sunray Investments Luxembourg S.à. r.l. ("
Bidco ") announced that they had reached agreement on the terms and
conditions of a recommended all cash acquisition of the entire
issued, and to be issued, ordinary share capital of Stock Spirits
(the " Acquisition "), to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the " Scheme "). The circular in relation to the
Scheme was published and posted to Stock Spirits Shareholders on 27
August 2021 (the " Scheme Document ").
On 20 September 2021, Stock Spirits announced that the Scheme
was approved by the Scheme Shareholders at the Court Meeting held
on that date and the Special Resolution relating to the
implementation of the Scheme was approved by the Stock Spirits
Shareholders at the General Meeting also held on that date.
Stock Spirits is pleased to announce that the High Court of
Justice in England and Wales has today issued the Scheme Court
Order sanctioning the Scheme pursuant to which the Acquisition is
being implemented .
It is anticipated that the Effective Date will be 29 November
2021, which is when a copy of the Scheme Court Order is expected to
be delivered to the Registrar of Companies. There has been no
material change to the expected timetable of principal events for
the Acquisition set out in the announcement made by Stock Spirits
and
Bidco in relation to the Acquisition on 15 November 2021.
Applications have been made for the suspension of: (i) trading
in Stock Spirits Shares on the London Stock Exchange's main market
for listed securities, and (ii) the listing of Stock Spirits Shares
on the premium listing segment of the Official List of the
Financial Conduct Authority and such suspensions are expected to
take effect from 7:30 a.m. on 29 November 2021. The last day of
dealings in, and for the registration and
transfer of, Stock Spirits Shares, will therefore be 26 November 2021.
Applications have been made in relation to the de-listing of
Stock Spirits Shares from the premium listing segment of the
Official List of the Financial Conduct Authority and the
cancellation of the admission to trading of Stock Spirits Shares on
the London Stock Exchange's main market for listed securities.
These applications will, subject to the Scheme becoming effective,
take effect by 8:00 a.m. on 30 November 2021.
A notification will be made to the Prague Stock Exchange in
relation to the de-listing of Stock Spirits Shares from the Free
Market of the Prague Stock Exchange. It is expected that this
de-listing will take effect at the same time as the cancellation of
the admission to trading of Stock Spirits Shares on the London
Stock Exchange's main market for listed securities.
A further announcement will be made when the Scheme has become
Effective.
Full details of the Acquisition are set out in the Scheme
Document published on 27 August 2021.
Capitalised terms used in this announcement (this " Announcement
") shall, unless otherwise defined, have the same meanings as set
out in the Scheme Document. All references to times in this
Announcement are to London, United Kingdom times unless otherwise
stated.
[Remainder of page intentionally left blank]
Enquiries:
Stock Spirits +44 (0) 16 2864
Paul Bal 8500
J.P. Morgan Cazenove (Joint Financial Adviser
to Stock Spirits)
Dwayne Lysaght
Jeannette Smits van Oyen +44 (0) 20 7742
Jonty Edwards 4000
Numis (Joint Financial Adviser to Stock Spirits)
Luke Bordewich
Stuart Ord +44 (0) 20 7260
Tom Jacob 1000
Powerscourt (PR Adviser to Stock Spirits)
Rob Greening +44 (0) 20 7250
Bethany Johannsen 1446
CVC +44 (0) 20 7420
Carsten Huwendiek 4240
Citigroup Global Markets Limited (Financial +44 (0) 20 7986
Adviser and Corporate Broker to Bidco) 4000
Sian Evans
Peter Brown (Corporate Broking)
Tulchan Communications (PR Adviser to Bidco)
Jonathan Sibun
Simon Pilkington +44 (0) 20 7353
Will Palfreyman 4200
Important notice
J.P. Securities plc, which conducts its UK investment banking
business as J.P. Morgan Cazenove, (" J.P. Morgan Cazenove "), which
is authorised in the UK by the Prudential Regulation Authority ("
PRA ") and regulated in the UK by the PRA and the Financial Conduct
Authority (" FCA "), is acting as financial adviser exclusively for
Stock Spirits and no one else in connection with the Acquisition
and will not regard any other person as a client in relation to the
Acquisition and will not be responsible to anyone other than Stock
Spirits for providing the protections afforded to clients of J.P.
Morgan Cazenove or its affiliates, nor for providing advice in
relation to the Acquisition or any other matters referred to in
this announcement.
Numis Securities Limited (" Numis "), which is authorised and
regulated in the UK by the FCA, is acting exclusively for Stock
Spirits and no one else in connection with the Acquisition and will
not be responsible to anyone other than Stock Spirits for providing
the protections afforded to clients of Numis nor for providing
advice in relation to the Acquisition or any other matters referred
to in this announcement. Neither Numis nor any of its affiliates,
nor any of its or their directors or employees, 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 Numis in connection with this
Announcement, the matters referred to herein, any statements
contained herein, the Acquisition or otherwise.
Citigroup Global Markets Limited (" Citi ") which is authorised
in the UK by the PRA and regulated by the FCA and PRA, is acting
exclusively as financial adviser and corporate broker for Bidco and
no-one else in connection with the Acquisition, and will not be
responsible to anyone other than Bidco for providing the
protections afforded to clients of Citi, nor for providing advice
in relation to the Acquisition or any other matters referred to in
this Announcement. Neither Citi nor any of its affiliates,
directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of Citi in
connection with this Announcement, any statement contained herein,
the Acquisition or otherwise.
In accordance with the Takeover Code, normal UK market practice
and Rule 14e-5(b) of the US
Exchange Act, Citi and J.P. Morgan Cazenove and each of their
affiliates will continue to act as exempt principal traders in
Stock Spirits securities on the London Stock Exchange. These
purchases and activities by exempt principal traders which are
required to be made public in the UK pursuant to the Takeover Code
will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com .
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of an offer to buy any securities, any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition is being made solely pursuant to the
terms of the Scheme Document, which contains the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any decision in respect of, or other
response to, the Acquisition should be made only on the basis of
the information in the Scheme Document.
Overseas jurisdictions
This Announcement has been prepared in accordance with and for
the purpose of complying with applicable English law, the Takeover
Code, the Market Abuse Regulation, the Disclosure, Guidance and
Transparency Rules and the Listing Rules and information disclosed
may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of
jurisdictions outside England and Wales.
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves of, and observe, any applicable requirements of
their jurisdictions.
The availability of the Acquisition to Stock Spirits
Shareholders who are not resident in and citizens of the UK may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
Any failure to comply with the applicable 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 Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this Announcement and any formal documentation relating to the
Acquisition 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 this
Announcement and all such documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction.
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange and the
FCA.
US Holders
US Holders should note that the Acquisition relates to shares in
an English company and is proposed to be implemented by means of a
scheme of arrangement under English law. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
or proxy solicitation rules under the US Exchange Act. Accordingly,
the Acquisition and the Scheme will be subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which are different from the disclosure requirements
of the US tender offer and proxy solicitation rules. The financial
information included in the Scheme Document has been prepared in
accordance with International Financial Reporting Standards, and
thus may not be comparable to financial information of US companies
or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US.
The receipt of cash pursuant to the Acquisition by a US Holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme will likely be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as
well as foreign and other, tax laws. Each Stock Spirits Shareholder
is urged to consult with legal, tax and financial advisers in
connection with making a decision regarding this transaction.
It may be difficult for US Holders to enforce their rights and
any claims arising out of the US federal securities laws in
connection with the Acquisition, since Bidco and Stock Spirits are
located in countries other than the US, and some or all of their
officers and directors may be residents of countries other than the
US.
US Holders may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
To the extent permitted by applicable law, in accordance with
normal UK market practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Bidco or its nominees, or its brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, Stock Spirits Shares outside of the US,
other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required
in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com .
Forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Stock Spirits, the
Stock Spirits Group, Bidco and/or the Wider Bidco Group contain
statements, which are, or may be deemed to be, "forward-looking
statements" (including for the purposes of the US Private
Securities Litigation Reform Act of 1995). Forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of the management of Stock Spirits, the Stock Spirits
Group, Bidco and/or the Wider Bidco Group (as applicable) about
future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking
statements.
Forward-looking statements include statements relating to the
expected effects of the Acquisition on Stock Spirits, the Stock
Spirits Group, Bidco and/or the Wider Bidco Group (including their
future prospects, developments and strategies), the expected timing
and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as
"prepares", "plans", "expects" or "does not expect", "is expected",
"is subject to", "budget", "projects", "synergy", "strategy",
"scheduled", "goal", "estimates", "forecasts", "intends",
"cost-saving", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements may include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Stock Spirits, any member of the Stock Spirits Group, Bidco, the
Wider Bidco Group or any member of the Bidco Group's operations and
potential synergies resulting from the Acquisition; and (iii) the
effects of global economic conditions and governmental regulation
on Stock Spirits, any member of the Stock Spirits Group, Bidco or
any member of the Wider Bidco Group's business.
Although Stock Spirits and Bidco believe that the expectations
reflected in such forward-looking statements are reasonable (other
than where expressly disclaimed), none of Stock Spirits, the Stock
Spirits Group, Bidco and/or the Wider Bidco Group can give any
assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These
factors include, but are not limited to, the satisfaction of the
Conditions, as well as additional factors, such as: changes in the
global political, economic, business and competitive environments;
inability to obtain, or meet conditions imposed for, required
governmental and regulatory approvals; legal or regulatory
developments and changes, including, but not limited to, changes in
environmental and health and safety regulations; government
actions; foreign exchange rate and interest rate fluctuations;
changes in tax rates; weak, volatile or illiquid capital and/or
credit markets; market position of the companies comprising the
Stock Spirits Group; earnings; financial position; cash flows;
return on capital and operating margins; anticipated investments;
the ability of Bidco and/or the Stock Spirits Group to obtain
capital/additional finance; an unexpected decline in revenue or
profitability; retention of senior management; the maintenance of
labour relations; fluctuations in commodity prices and other input
costs; operating and financial restrictions as a result of
financing arrangements; changes in consumer habits and preferences
including a reduction in demand by customers; competitive product
and pricing pressures; future business combinations or disposals;
success of business and operating initiatives; and changes in the
level of capital investment.
Other unknown or unpredictable factors could cause actual
results to differ materially from those expected, estimated or
projected in the forward-looking statements. If any one or more of
these risks or uncertainties materialises or if any one or more of
the assumptions prove incorrect, actual results may differ
materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the
light of such factors.
None of Stock Spirits, the Stock Spirits Group, Bidco nor the
Wider Bidco Group nor any of their respective associates or
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. Given these risks and
uncertainties, potential investors are cautioned not to place any
reliance on these forward-looking statements. Specifically,
statements of estimated cost savings and synergies relate to future
actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and
synergies referred to may not be achieved, may be achieved later or
sooner than estimated, or those achieved could be materially
different from those estimated. Due to the scale of the Stock
Spirits Group, there may be additional changes to the operations of
the Stock Spirits Group. As a result, and given the fact that the
changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.
Other than in accordance with their legal or regulatory
obligations, none of Stock Spirits, the Stock Spirits Group, Bidco
nor the Wider Bidco Group is under any obligation, and each of the
foregoing expressly disclaim any intention or obligation to update
or to revise any forward-looking statements other than as required
by law or by the rules of any competent regulatory authority,
whether as a result of new information, future events or
otherwise.
Publication on a website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Bidco's website at www.cvc-sunray-offer-2021.com
and Stock Spirits' website at
www.stockspirits.com/investors/default.aspx by no later than 12:00
p.m. on the Business Day following the date of publication of this
Announcement . For the avoidance of doubt, the contents of those
websites are not incorporated into and do not form part of this
announcement.
Requesting hard copy documents
Stock Spirits Shareholders may request a hard copy of this
announcement and any information incorporated into it by reference
to another source in hard copy form by contacting Stock Spirits'
Registrar, Computershare, through either of the following methods:
(i) by calling +44 (0)370 873 5834 between 9:00 a.m. and 5:30 p.m.
Monday to Friday (London time) (except public holidays in England
and Wales); or (ii) by submitting a request in writing to
Computershare at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY,
United Kingdom, in each case, stating your name, and the address to
which the hard copy should be sent. Calls are charged at the
standard geographic rate and will vary by provider. Calls from
outside the UK will be charged at the applicable international
rate. Please note that calls may be monitored or recorded for
security and training purposes and Computershare cannot provide
advice on the merits of the Acquisition or the Scheme or give any
financial, legal or tax advice.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Stock Spirits Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from Stock Spirits may be provided to Bidco
during the offer period as required under Section 4 of Appendix 4
of the Code.
This information is provided by RNS, the news service of the
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END
SOAPPGACGUPGGWA
(END) Dow Jones Newswires
November 25, 2021 08:47 ET (13:47 GMT)
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