TIDMCAMB TIDMCAMB
RNS Number : 0705K
Cambria Automobiles Plc
27 August 2021
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 OR
REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
27 August 2021
RECOMMED FINAL CASH OFFER
FOR
CAMBRIA AUTOMOBILES PLC
BY
CAMBRIA BIDCO LIMITED
OFFER UPDATE RE SHARE ALTERNATIVE AND EXTENSION
Unless otherwise defined or unless context so requires,
capitalised terms used but not defined in this announcement (this "
Announcement ") have the meanings given to them in the Offer
Document regarding the recommended final cash offer by Cambria
Bidco Limited (" Bidco ") which was published and posted to Cambria
Shareholders on 13 August 2021 (" Offer Document ").
UPDATE REGARDING SHARE ALTERNATIVE
The Share Alternative was introduced in response to the
expressions of interest by certain Cambria Shareholders in
retaining economic exposure in Cambria following completion of the
Offer. For that reason, as set out in the Offer Document, the
Consideration Shares were intended to rank economically pari passu
with Mark Lavery's shares in Cambria Investments and would carry a
pro rata entitlement to any dividends, distributions and returns of
capital. The articles of association of Cambria Investments (the "
Articles ") were constituted to reflect this intention.
Bidco is aware of speculation regarding the terms of the Share
Alternative and is concerned that the Articles are capable of being
misinterpreted notwithstanding that they were largely customary for
a company such as Cambria Investments.
Bidco wishes to ensure that any Cambria Shareholders accepting
the Share Alternative are comfortable with the provisions of the
Articles, and the potential risks and rewards of making this
election as set out in the Offer Document and has for that reason
made clerical amendments to the Articles to clarify certain
provisions. These changes do not materially affect the description
of the Share Alternative and related disclosures as contained in
the Offer Document.
The amended Articles are available for review (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions) at
http://www.cambriaautomobilesplc.com/possible-offer . This
announcement should be read in conjunction with the Offer Document
which is available (subject to certain restrictions relating to
persons resident in Restricted Jurisdictions) at
http://www.cambriaautomobilesplc.com/possible-offer .
EXTENSION OF OFFER
The First Closing Date of the Offer is 1.00 p.m. on 3 September
2021. Cambria Bidco intends to announce an extension to the Offer
(which will remain subject to the terms and conditions set out in
the Offer Document) on or around the First Closing Date such that
Offer will remain open for acceptance for a period of at least
fourteen days from the date of this announcement.
Cambria Shareholders who have not yet accepted the Offer and who
wish to do so should take action to accept the Offer as soon as
possible. Details of the procedure for doing so are set out in the
Offer Document.
Enquiries:
Bidco Cambria
finnCap Rothschild & Co
Financial Adviser to Bidco Financial Adviser to Cambria
Henrik Persson, Kate Bannatyne, and Fergus Sullivan Ravi Gupta, John Byrne, and Ricky Paul
020 7220 0500 020 7280 5000
Zeus Capital Ltd
Joint Broker to Cambria
Dominic King
020 7533 7727
Singer Capital Markets Advisory LLP
Nomad and Joint Broker to Cambria
Mark Taylor and Jen Boorer
020 7496 3000
FTI Consulting
Alex Beagley, James Styles, and Sam Macpherson
020 3727 1000
IMPORTANT NOTES
finnCap and Rothschild & Co 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.
Rothschild & Co, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial
adviser under Rule 3 of the Code to Cambria in connection with the
matters set out in this Announcement and for no one else and will
not be responsible to anyone other than Cambria for providing the
protections afforded to its clients or for providing advice in
relation to the matters set out in this Announcement. Neither
Rothschild & Co 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 Rothschild & Co in
connection with this Announcement, any statement contained herein,
the Offer or otherwise.
finnCap, which is authorised and regulated in the United Kingdom
by the FCA, is acting as financial adviser exclusively for Bidco
and for no one else in connection with the Offer or other matters
referred to in this Announcement and will not be responsible to
anyone other than Bidco for providing the protections afforded to
its clients nor for providing advice in relation to the Offer, the
contents of this Announcement or any other matters set out in this
Announcement.
Singer Capital Markets, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as nominated
adviser to Cambria and for no one else in connection with the Offer
or other matters referred to in this Announcement and will not be
responsible to anyone other than Cambria for providing the
protections afforded to its clients nor for providing advice in
relation to the Offer, the contents of this Announcement or any
other matters set out in this Announcement.
Zeus Capital, which is authorised and regulated in the United
Kingdom by the FCA, is acting as joint broker to Cambria and for no
one else in connection with the Offer or other matters referred to
in this Announcement and will not be responsible to anyone other
than Cambria for providing the protections afforded to its clients
nor for providing advice in relation to the Offer, the contents of
this Announcement or any other matters set out in this
Announcement.
Overseas shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are not resident in the United
Kingdom or who are subject to the laws of any jurisdiction other
than the United Kingdom (including Restricted Jurisdictions) should
inform themselves about, and observe, any applicable legal or
regulatory requirements.
This announcement has been prepared in accordance with English
law, the Code, the Market Abuse Regulation, and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions other than
the United Kingdom.
The Offer will be subject to English law and the applicable
requirements of the Court, the Code, the Panel, the London Stock
Exchange, the AIM Rules and the FCA.
The availability of the Offer to Cambria Shareholders who are
not resident in and citizens of the United Kingdom may be affected
by the laws of the relevant jurisdictions in which they are located
or of which they are citizens or residents. Persons who are not
resident in the United Kingdom 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 Offer
disclaim any responsibility or liability for the violation of such
restrictions by any person. Further details in relation to Overseas
Shareholders will be contained in the Offer Document.
All Cambria Shareholders who are Restricted Overseas
Shareholders shall receive Cash Consideration only and there shall
be no issuance of Consideration Shares to such Cambria
Shareholders.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Offer will not
be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws of
such Restricted Jurisdiction 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 Restricted Jurisdiction.
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 and persons receiving
such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it in or into or
from any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition.
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.
Notice to U.S. investors
The Offer relates to shares of an English company and is
proposed to be effected by means of a contractual Takeover Offer
pursuant to the Code and the laws of the United Kingdom. The
companies involved in the Offer are not United States ("U.S.")
companies and are considered "foreign private issuers" for purposes
of applicable U.S. securities laws (together with regulations,
interpretations and guidance, collectively, "U.S. securities
laws").
The Final Cash Offer will be made in the U.S. pursuant to all
applicable laws and regulations, including, to the extent
applicable, Section 14(e) and Regulation 14E under the U.S.
Securities and Exchange Act of 1934 (the "U.S. Exchange Act") and
otherwise in accordance with the requirements of the Code.
Accordingly, the Acquisition will be subject to disclosure and
other procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under U.S.
domestic tender offer procedures and law. The Increased Cash Offer
is being made in the U.S. by Bidco and no-one else.
Furthermore, the payment and settlement procedure with respect
to the Offer will comply with the relevant United Kingdom rules,
which differ from U.S. payment and settlement procedures,
particularly with regard to the date of payment of
consideration.
Cambria Shareholders located or resident in the U.S. or who are
otherwise U.S. persons will not be permitted to elect receipt of
the Consideration Shares pursuant to the Alternative Offer. No
offer of such Consideration Shares will be made in the U.S., and
any purported election to receive Consideration Shares pursuant to
the Alternative Offer by Cambria Shareholders from the U.S., or
which, at the sole discretion of Bidco, appear to be made in
respect of Cambria Shares beneficially held by persons located or
resident in the U.S. or who otherwise appear to be U.S. persons
will not be accepted. Accordingly, Cambria Shareholders located or
resident in the U.S. or who are otherwise U.S. persons will receive
cash pursuant to the Final Cash Offer, and no Consideration Shares
will be issued to any such Cambria Shareholder. The Consideration
Shares have not been and will not be registered under the U.S.
Exchange Act or under U.S. securities laws, and will not be listed
on any stock exchange in the U.S., and may not be offered, sold or
delivered, directly or indirectly, in, into or from the U.S.
Neither the U.S. Securities and Exchange Commission nor any U.S.
state securities commission has approved or disapproved of the
Consideration Shares or determined that this Announcement or the
Offer Document is accurate or complete. Any representation to the
contrary is a criminal offence.
Non-U.S. Cambria Shareholders will be deemed, by electing
receipt of the Consideration Shares pursuant to the Alternative
Offer, to represent and warrant, on behalf of themselves and any
person on whose behalf they beneficially hold their Cambria Shares,
that they: (i) are not located or resident in the U.S. or otherwise
a U.S. person; and (ii) are not electing receipt of Cambria Shares
pursuant to the Alternative Offer with a view to, or for offer or
sale of Consideration Shares in connection with, any distribution
thereof (within the meaning of the U.S. Exchange Act) in the U.S.
or to U.S. persons.
The receipt of cash by a U.S. Cambria Shareholder as
consideration for the transfer of its Cambria Shares pursuant to
the Offer will likely be a taxable transaction for US federal
income tax purposes and under applicable U.S. state and local, as
well as foreign and other, tax laws. Each U.S. Cambria Shareholder
is urged to consult their independent professional adviser
immediately regarding the tax consequences of the Offer applicable
to them.
Some or all of Cambria's 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 Cambria or its officers or directors
on judgments of U.S. courts, including judgments based upon the
civil liability provisions of U.S. 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 Cambria or its officers or directors in a non-U.S.
court for violations of the U.S. securities laws.
Financial information relating to Cambria that is included in
this Announcement and that may be included in Offer Document has
been or will have been prepared in accordance with IFRS and may not
be comparable to the financial information of U.S. companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the U.S.
In accordance with normal UK practice, Cambria Investments,
Bidco or their nominees or their brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to
purchase, shares or other securities of Cambria outside of the
U.S., other than pursuant to the Offer, until the date on which the
Offer becomes Effective, lapses or is otherwise withdrawn, in
compliance with applicable laws, including the U.S. securities
laws. 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 the
Regulatory Information Service and shall be available on the London
Stock Exchange website at www.londonstockexchange.com.
In addition, Bidco, its affiliates, their advisors, and the
nominees or brokers (acting as agents) may make certain purchases
of, or arrangements to purchase, shares in Cambria outside the
Offer, such as in open market purchases or privately negotiated
purchases, during the period in which the Offer remains open for
acceptance. If such purchases or arrangements to purchase were to
be made, they would be made outside the US and would comply with
applicable law, including United Kingdom laws and the U.S. Exchange
Act. Any such purchases by Bidco or its affiliates will not be made
at prices higher than the price of the Offer provided in this
announcement unless the price of the Acquisition is increased
accordingly. Any information about such purchases or arrangements
to purchase shall be disclosed as required under United Kingdom
laws and will be available to all investors (including U.S.
investors) via the Regulatory Information Service on
www.londonstockexchange.com.
Publication on a website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be available (subject to certain restrictions
relating to persons resident in Restricted Jurisdictions) at
http://www.cambriaautomobilesplc.com/possible-offer by no later
than 12 noon (London time) on the Business Day following this
Announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this Announcement.
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this document and any information incorporated
into it by reference to another source in hard copy form. A person
may also request that all future documents, announcements and
information to be sent to that person in relation to the Offer
should be in hard copy form. Cambria Shareholders, persons with
information rights in Cambria and any other person to whom this
document has been sent, may request a hard copy of this document
(and any information incorporated in this document by reference to
another source) by writing to Link Group, 10th Floor, Central
Square, 29 Wellington Street, Leeds, LS1 4DL or by telephone on
0371 664 0321* if calling from within the UK or on +44 371 664
0321* if calling from outside the UK. *Lines are open from 9.00
a.m. to 5.30 p.m. Monday to Friday excluding public holidays in
England and Wales. 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. Different charges may
apply to calls from mobile telephones. Please note that Link Group
cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes. It is
important that you note that unless you make such a request, a hard
copy of this document and any such information incorporated in it
by reference to another source 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 Offer be in hard
copy form.
Cautionary note regarding forward-looking statements
This Announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Cambria and certain plans and objectives of Bidco with
respect thereto. 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
"anticipate", "expect", "estimate", "intend", "plan", "goal",
"believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", or other words of similar meaning.
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 growth of the operations
of Cambria, (ii) negative effects relating to this Announcement
and/or status of the Offer, (v) the possibility that any of the
conditions to the Offer will not be satisfied, and (vi) significant
transaction costs (including litigation) or unknown liabilities.
These statements are based on assumptions and assessments made by
Cambria, and/or Bidco in light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. 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 and the factors described in the context of
such forward-looking statements in this Announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
Announcement. Neither Cambria nor Bidco assumes any obligation to
update or correct the information contained in this Announcement
(whether as a result of new information, future events or
otherwise), except as required by applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements 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 dispositions.
No profit forecasts
No statement in this Announcement is intended as a profit
forecast or profit estimate.
Dealing Disclosures and Opening Position Disclosure
requirements
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 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 Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 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 will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure."
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Cambria Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Cambria may be provided to Bidco
during the Offer Period as required under Section 4 of Appendix 4
of the Code.
General
If you are in any doubt as to the action you should take, you
are recommended to seek your own independent financial advice
immediately from an independent financial adviser authorised under
the Financial Services and Markets Act 2000 (as amended), if you
are resident in the United Kingdom, or, if not, from another
appropriately authorised independent financial adviser.
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.
Definitions
Certain words and terms used in this Announcement are set out in
Part 8 of the Offer Document.
Time
All times shown in this document are to the local time in
London, United Kingdom, unless otherwise stated.
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END
OUPFLFLSTAIDFIL
(END) Dow Jones Newswires
August 27, 2021 10:21 ET (14:21 GMT)
Grafico Azioni Cambria Automobiles (LSE:CAMB)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Cambria Automobiles (LSE:CAMB)
Storico
Da Nov 2023 a Nov 2024
