TIDMAA. TIDMTTM TIDMTTM
RNS Number : 5151R
AA PLC
08 March 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
8 March 2021
Recommended cash acquisition
of
AA plc
by
Basing Bidco Limited
a newly incorporated entity indirectly wholly owned by a
consortium of the TowerBrook Funds and the Warburg Pincus Funds
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Court approval of Scheme
On 25 November 2020, the boards of AA plc (the "AA") and Basing
Bidco Limited ("Bidco") announced that they had reached agreement
on the terms of a recommended cash acquisition by Bidco, a newly
incorporated company indirectly wholly owned by a consortium of (i)
funds advised by TowerBrook Capital Partners (U.K.) LLP or its
affiliates; and (ii) private equity funds managed by Warburg Pincus
LLC or its affiliates, of the entire issued and to be issued
ordinary share capital of the AA (the "Acquisition"). The
Acquisition is to be effected by means of a Court approved scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"), which was contained in a document published on 17
December 2020 (the "Scheme Document").
Further to the announcement made on 14 January 2021 in relation
to the results of the Court Meeting and General Meeting and the
announcement made on 26 February 2021 in relation to the
Alternative Offer and the satisfaction of the Regulatory
Conditions, the Court has today sanctioned certain minor amendments
to the Scheme (as further described in the announcement made on 26
February 2021). Upon the Scheme becoming effective, all references
in the Scheme and the Scheme Document to the TopCo Shareholders'
Agreement shall be deemed to be references to the Amended and
Restated Topco Shareholders' Agreement (the "Scheme
Amendments").
Following the sanctioning of the Scheme Amendments by the Court,
the AA is pleased to announce that the Court issued the Court Order
sanctioning the Scheme.
The Scheme remains conditional on the Court Order being
delivered to the Registrar of Companies for England and Wales,
which is expected to occur on 9 March 2021.
Listing of AA Shares on the Official List and dealings in AA
Shares on the London Stock Exchange are each expected to be
suspended with effect from 7.30 a.m. on 9 March 2021. Today is,
therefore, the last day for dealings in, and for registration of
transfers of, and disablement in CREST of, AA Shares. As previously
announced, the Election Return Time is at 6.00 p.m. today, 8 March
2021.
It is expected that the listing of AA Shares on the Official
List will be cancelled and that AA Shares will cease to be admitted
to trading on the London Stock Exchange's main market for listed
securities with effect from 8.00 a.m. on 10 March 2021.
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on the AA's website at
https://www.theaaplc.com/investors.
All references to times in this announcement are to London time,
unless otherwise stated. Capitalised terms in this announcement,
unless otherwise defined, have the meanings set out in the Scheme
Document.
Enquiries
Brunswick +44 (0) 20 7404 5959
TowerBrook Capital Partners (U.K.) LLP +44 (0) 20 7451 2020
Filippo Cardini
Warburg Pincus International LLC +44 (0) 7471 992907
Julie Foster
Credit Suisse (Joint lead financial adviser to Bidco) +44 (0) 20 7888 8888
George Maddison
Hugh Man
Ben Deary
Will Davies
Goldman Sachs (Joint lead financial adviser to Bidco) +44 (0) 20 7774 1000
Chris Emmerson
James Morris
Ben Maiden
Barclays (Financial adviser to Bidco) +44 (0) 20 7623 2323
Richard Probert
Omar Faruqui
AA PLC +44 (0) 20 7395 7301
Nadia Hoosen, Chief Legal Officer & Company Secretary
Zeeshan Maqbool, Investor Relations
Evercore (Financial adviser to the AA) +44 (0) 20 7653 6000
Andrew Sibbald
Mark Hennessy
Swag Ganguly
Graham Copeland
J.P. Morgan Cazenove (Financial adviser to the AA) +44 (0) 20 7742 4000
Robert Constant
James Robinson
Alex Bruce
Jonty Edwards
Citi (Financial adviser and corporate broker to the AA) +44 (0) 20 7986 4000
Peter Brown
Alex de Souza
Media Enquiries (FTI Consulting): +44 (0) 20 3727 1340
Alex Le May FTI_AA@fticonsulting.com
John Waples
Nick Hasell
Important notices relating to financial advisers
Evercore, which is authorised and regulated by the FCA in the
UK, is acting exclusively as financial adviser to the AA and no one
else in connection with the Acquisition and will not be responsible
to anyone other than the AA for providing the protections afforded
to clients of Evercore nor for providing advice in connection with
the matters referred to herein. Neither Evercore nor any of its
subsidiaries, branches or 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 Evercore in connection with the
Scheme Document, any statement contained herein, the Acquisition or
otherwise. Apart from the responsibilities and liabilities, if any,
which may be imposed on Evercore by FSMA, or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither
Evercore nor any of its affiliates accepts any responsibility or
liability whatsoever for the contents of the Scheme Document, and
no representation, express or implied, is made by it, or purported
to be made on its behalf, in relation to the contents of the Scheme
Document, including its accuracy, completeness or verification of
any other statement made or purported to be made by it, or on its
behalf, in connection with the AA or the matters described in the
Scheme Document. To the fullest extent permitted by applicable law,
Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise
have in respect of the Scheme Document or any statement contained
therein.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
and which is authorised in the United Kingdom by the PRA and
regulated in the United Kingdom by the PRA and the FCA, is acting
as financial adviser exclusively for the AA and no one else in
connection with the matters set out in the Scheme Document and will
not regard any other person as its client in relation to the
matters in the Scheme Document and will not be responsible to
anyone other than the AA for providing the protections afforded to
clients of J.P. Morgan Cazenove or its affiliates, nor for
providing advice in relation to any matter or arrangement referred
to herein.
Citigroup Global Markets Limited ("Citi"), which is authorised
by the PRA and regulated in the UK by the FCA and the PRA, is
acting as financial adviser for the AA and for no one else in
connection with the matters described in the Scheme Document and
will not be responsible to anyone other than the AA for providing
the protections afforded to clients of Citi nor for providing
advice in connection with any matters referred to in the Scheme
Document. 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 the Scheme
Document, any statement contained herein, any offer or
otherwise.
Credit Suisse International ("Credit Suisse"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting as financial adviser exclusively for
Bidco and the Consortium and no one else in connection with the
matters set out in the Scheme Document and will not be responsible
to any person other than Bidco or the Consortium for providing the
protections afforded to clients of Credit Suisse, nor for providing
advice in relation to the content of the Scheme Document or any
matter referred to herein. Neither Credit Suisse nor any of its
subsidiaries, branches or 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 Credit Suisse in connection with the
Scheme Document, annex statement contained herein or otherwise.
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Bidco and the Consortium and no one else in
connection with the matters referred to in the Scheme Document and
will not be responsible to anyone other than Bidco or the
Consortium for providing the protections afforded to clients of
Goldman Sachs International, or for providing advice in relation to
the matters referred to in the Scheme Document. Neither Goldman
Sachs International, nor any of its subsidiaries, branches or
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 Goldman Sachs International in connection with the Scheme
Document, any statement contained herein or otherwise.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively for
Bidco and no one else in connection with the matters set out in the
Scheme Document and will not be responsible to anyone other than
Bidco for providing the protections afforded to clients of Barclays
nor for providing advice in relation to the matters referred to in
the Scheme Document. In accordance with the Takeover Code, normal
United Kingdom market practice and Rule 14e-5(b) of the US
Securities Exchange Act of 1934, Barclays and its affiliates will
continue to act as exempt principal trader in AA securities on the
London Stock Exchange. These purchases and activities by exempt
principal traders which are required to be made public in the
United Kingdom 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. This
information will also be publicly disclosed in the United States to
the extent that such information is made public in the United
Kingdom.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer or
inducement to sell or an invitation to purchase any securities or
the solicitation of an offer to buy any securities, pursuant to the
Acquisition or otherwise.
The Acquisition shall be made solely by means of the Scheme
Document which, together with the Forms of Proxy and Form of
Election, contains the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition.
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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.
This announcement is not a prospectus or a prospectus exempt
document.
Overseas jurisdictions
The release, publication or distribution of the Scheme Document
in or into or from jurisdictions other than the United Kingdom or
the United States may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. 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. The Scheme Document
has been prepared for the purposes of complying with English law
and the Takeover Code and the information disclosed may not be the
same as that which would have been disclosed if the Scheme Document
had been prepared in accordance with the laws of jurisdictions
outside England and Wales. The Scheme Document is not a prospectus,
or a prospectus exempted document.
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 or any other jurisdiction
where to do so would violate the laws of that jurisdiction and no
person may vote in favour of the Acquisition by any 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. Accordingly, copies of the Scheme
Document will not be and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the
laws of that jurisdiction, and persons receiving all 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 or any other
jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction.
The availability of the Alternative Offer under the Acquisition
to AA Shareholders who are not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements.
The Scheme Document is not intended to constitute a public offer
or solicitation to accept the Alternative Offer or to purchase or
invest in Bidco Loan Notes or the Topco Units in Switzerland. It is
being sent to AA Shareholders in Switzerland on the basis of being
a private placement. The Bidco Loan Notes and the Topco Units may
not be publicly offered, directly or indirectly, in Switzerland
within the meaning of the Swiss Financial Services Act ("FinSA")
and no application has or will be made to admit the Bidco Loan
Notes or the Topco Units to trading on any trading venue (exchange
or multilateral trading facility) in Switzerland. Neither the
Scheme Document nor any other offering or marketing material
relating to the Bidco Loan Notes or the Topco Units constitutes a
prospectus pursuant to the FinSA, and neither the Scheme Document
nor any other offering or marketing material relating to the Bidco
Loan Notes or the Topco Units may be publicly distributed or
otherwise made publicly available in Switzerland.
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the Gibraltar Financial Services
Commission.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Notice to US AA Shareholders
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under English law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Securities Exchange Act of 1934
(the "US Exchange Act"). Accordingly, the Scheme is subject to
disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement, which are different from the
disclosure requirements of the US tender offer rules and proxy
solicitation rules.
However, if Bidco were to elect to implement the Acquisition by
means of a Takeover Offer, such Takeover Offer would be made in
compliance with all applicable United States laws and regulations,
including any applicable exemptions under the US Exchange Act. Such
a Takeover Offer would be made in the United States by Bidco and no
one else.
In the event that the Acquisition is implemented by way of a
Takeover Offer, in accordance with normal United Kingdom practice,
Bidco or its nominees, or its brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to
purchase, shares or other securities of the AA outside the US,
other than pursuant to such Takeover Offer, during the period in
which such Takeover Offer would remain open for acceptances. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any information
about such purchases or arrangements to purchase shall be disclosed
as required in the UK, shall be reported to a Regulatory
Information Service and shall be available on the London Stock
Exchange website at www.londonstockexchange.com.
The Bidco Loan Notes and the Topco Units issued under the
Alternative Offer will not be registered under the US Securities
Act of 1933 (the "Securities Act"). Bidco expects to issue the
Bidco Loan Notes and the Topco Units in reliance upon the exemption
from the registration requirements of the Securities Act provided
by Section 3(a)(10) thereof. ("Section 3(a)(10)"). Section 3(a)(10)
exempts securities issued in specified exchange transactions from
the registration requirement under the Securities Act where, among
other things, the fairness of the terms and conditions of the
issuance and exchange of such securities have been approved by a
court or governmental authority expressly authorised by law to
grant such approval, after a hearing upon the fairness of the terms
and conditions of the exchange at which all persons to whom the
Bidco Loan Notes or Topco Units are proposed to be issued have the
right to appear; and receive adequate and timely notice
thereof.
The Bidco Loan Notes and the Topco Units to be received upon
completion of the Alternative Offer may be resold without
restriction in the United States, except in respect of resales by
persons who are "affiliates" (within the meaning of Rule 144 under
the Securities Act ("Rule 144")) of Bidco at the time of such
resale or who have been affiliates of Bidco within 90 days before
the Effective Date. Such persons may not be able to sell Bidco Loan
Notes or Topco Units that they receive in connection with the
Alternative Offer in the absence of registration under the
Securities Act or an exemption from registration, if available.
The receipt of consideration by a US holder for the transfer of
its AA Shares pursuant to the Scheme shall be a taxable transaction
for United States federal income tax purposes. Each AA Shareholder
is urged to consult their independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to them, including under applicable United States state
and local, as well as overseas and other, tax laws.
The financial information included in the Scheme document has
been or will have 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 AA is organised under the laws of England and Wales and
Bidco is organised under the laws of Jersey. Some or all of the
officers and directors of Bidco and the AA, respectively, are
residents of countries other than the United States. In addition,
most of the assets of Bidco and the AA are located outside the
United States. As a result, it may be difficult for US shareholders
of the AA to effect service of process within the United States
upon Bidco or the AA or their respective officers or directors or
to enforce against them a judgment of a US court predicated upon
the securities laws of Jersey and the United Kingdom (as
applicable).
The Bidco Loan Notes and the Topco Units have not been, and will
not be, registered under the Securities Act or under the relevant
securities laws of any state or territory or other jurisdiction of
the United States and will not be listed on any stock exchange in
the United States. Neither the US Securities and Exchange
Commission nor any US state securities commission has approved or
disapproved of the Alternative Offer or determined if the Scheme
document is accurate or complete. Any representation to the
contrary is a criminal offence.
Forward looking statements
The Scheme Document (including information incorporated by
reference in the Scheme Document), oral statements made regarding
the Acquisition, and other information published by Bidco and the
AA or any member of the Topco Group contain statements which are,
or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
projections of the management of Bidco and the AA about future
events and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements.
The forward-looking statements contained in the Scheme Document
include statements relating to the expected effects of the
Acquisition on Bidco or any member of the Topco Group, 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
"plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Forward looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Bidco's, any
member of the Topco Group's or any member of the AA Group's
operations and potential synergies resulting from the Acquisition;
and (iii) the effects of global economic conditions and
governmental regulation on Bidco's, any member of the Topco Group's
or any member of the AA Group's business.
Although Bidco and the AA believe that the expectations
reflected in such forward-looking statements are reasonable, Bidco
and the AA can give no assurance that such expectations will prove
to be correct. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. These events and
circumstances include changes in the global political, economic,
business and competitive environments and in market and regulatory
forces, future exchange and interest rates, changes in tax rates
and future business combinations or disposals. If any one or more
of these risks or uncertainties materialises or if any one or more
of the assumptions proves incorrect, actual results may differ
materially from those expected, estimated or projected. Such
forward looking statements should therefore be construed in the
light of such factors.
Neither Bidco nor the AA, nor any of their respective associates
or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in the Scheme Document
will actually occur. You are cautioned not to place undue reliance
on these forward-looking statements. Specifically, statements of
estimated cost savings and synergies related to future actions and
circumstances which, by their nature, involve risks, uncertainties
and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner
than estimated, or those achieved could be materially different
from those estimated. Due to the scale of the AA Group, there may
be additional changes to the AA Group's operations. 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.
The forward-looking statements speak only at the date of the
Scheme Document. All subsequent oral or written forward-looking
statements attributable to any member of the Topco Group or the AA
Group, or any of their respective associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by
the cautionary statement above.
Other than in accordance with their legal or regulatory
obligations (including under the UK Listing Rules and the
Disclosure and Transparency Rules of the FCA), neither Bidco or the
AA is under any obligation, and Bidco and the AA expressly disclaim
any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Dealing disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
Business Day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
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 pm (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 an offeree company or a
securities exchange offeror, they shall 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 http://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.
Publication on website and availability of hard copies
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, free of charge on the AA's website at www.
theaaplc.com/investors . For the avoidance of doubt, the content of
this website is not incorporated into and does not form part of
this announcement.
This information is provided by RNS, the news service of the
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END
OUPJPMTTMTTMBJB
(END) Dow Jones Newswires
March 08, 2021 07:28 ET (12:28 GMT)
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