TIDMCHU
RNS Number : 4244G
Chaucer Holdings PLC
11 May 2011
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 such jurisdiction
11 May 2011
RECOMMENDED CASH ACQUISITION
OF
CHAUCER HOLDINGS PLC
BY
440 TESSERA LIMITED
A WHOLLY-OWNED SUBSIDIARY OF THE HANOVER INSURANCE GROUP,
INC.
(to be implemented by way of a scheme of arrangement under Part
26 of the Companies Act 2006)
POSTING OF SCHEME CIRCULAR
On 20 April 2011, the boards of The Hanover and Chaucer
announced that they had reached agreement on the terms of a
recommended cash acquisition of the entire issued and to be issued
ordinary share capital of Chaucer by 440 Tessera Limited, a
wholly-owned subsidiary of The Hanover (the "Acquisition").
Chaucer is today posting a circular to shareholders (the "Scheme
Circular") containing, amongst other things, the terms and
conditions of the scheme of arrangement under Part 26 of the
Companies Act 2006 by which the Acquisition will be implemented
(the "Scheme"), an explanatory statement pursuant to section 897 of
the Companies Act 2006, notices of the court meeting (the "Court
Meeting") and general meeting (the "Chaucer General Meeting") of
Chaucer shareholders required to implement the Scheme, an expected
timetable of principal events and details of the action to be taken
by Chaucer shareholders.
As described in the Scheme Circular, to become effective, the
Scheme requires the approval of Scheme Shareholders at the Court
Meeting, the approval of Chaucer Shareholders at the Chaucer
General Meeting and sanction by the Court. Both the Court Meeting
and the Chaucer General Meeting will be held on 3 June 2011 at
Plantation Place, 30 Fenchurch Street, London EC2M 3AD, with the
Court Meeting to commence at 11.00 a.m. and the Chaucer General
Meeting to commence at 11.10 a.m. (or as soon thereafter as the
Court Meeting shall have concluded or been adjourned). Notices of
the Court Meeting and the Chaucer General Meeting are set out in
Part Nine and Part Ten, respectively, of the Scheme Circular.
The Chaucer Directors are conscious that the Scheme Circular is
lengthy and technical in nature. To help shareholders with the
content of the circular and the related voting procedures a
helpline will be available from 9.00 a.m. on 12 May 2011 on 0800
288 9412 or +44 20 8045 7426 if calling from outside the UK (Calls
to the 0800 288 9412 number are free from a BT landline. Other
network providers' costs may vary. Lines will be open from 9.00
a.m. to 6.00 p.m. (London time) Monday to Friday (except UK public
holidays). Calls to the helpline from outside the UK will be
charged at the applicable international rate. Different charges may
apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes.) The
helpline will be available to answer questions regarding the Scheme
Circular, the meetings or the completion and return of the forms of
proxy. However, it cannot provide advice on the merits of the
Acquisition nor give any financial, legal or tax advice.
Copies of the Scheme Circular are available for inspection
during usual business hours on Monday to Friday of each week
(public holidays excepted) up to and including the Effective Date
at the registered office of Chaucer being Plantation Place, 30
Fenchurch Street, London, EC3M 3AD and at the offices of Norton
Rose LLP, 3 More London Riverside, London SE1 2AQ. A copy of the
Scheme Circular will also be made available on Chaucer's website at
http://www.chaucerplc.com.
The following indicative timetable sets out the expected dates
for the implementation of the Acquisition:
Latest time for lodging Forms of Proxy for 11.00 a.m. on 1 June
2011(1)
the Court Meeting (blue form)
Latest time for lodging Forms of Proxy for
the Chaucer General Meeting (white form) 11.10 a.m. on 1 June
2011(2)
Voting Record Time 6.00 p.m. on 1 June 2011(3)
Court Meeting 11.00 a.m. on 3 June 2011
Chaucer General Meeting 11.10 a.m. on 3 June 2011(4)
Court Hearing to sanction the Scheme 28 June 2011
Court Hearing to confirm the Reduction of Capital 30 June
2011
Last day of dealings in Chaucer Shares 30 June 2011(5)
Dealings in Chaucer Shares suspended in London 5.00 p.m. on 30
June 2011(5)
Scheme Record Time 6.00 p.m. on 30 June 2011(5)
Effective Date 1 July 2011(5)
Cancellation of listing of Chaucer Shares by no later than 8.00
a.m. on 2 July 2011(5)
Despatch of cheques in respect of the by 15 July 2011(5)
Acquisition Price and settlement through CREST
Notes:
(1) It is requested that blue Forms of Proxy for the Court
Meeting be lodged by 11.00 a.m. on 1 June 2011 or, if the Court
Meeting is adjourned, not later than 48 hours prior to the time
appointed for the Court Meeting (excluding any part of such 48 hour
period falling on a weekend or a public holiday in the UK unless
otherwise announced). Blue Forms of Proxy not so lodged may be
handed to the Registrars (on behalf of the chairman of the Court
Meeting) before the start of the meeting and will still be
valid.
(2) White Forms of Proxy for the Chaucer General Meeting must be
lodged by 11.10 a.m. on 1 June 2011 or, if the Chaucer General
Meeting is adjourned, not later than 48 hours prior to the time
appointed for the Chaucer General Meeting (excluding any part of
such 48 hour period falling on a weekend or a public holiday in the
UK unless otherwise announced).
(3) If either the Court Meeting or the Chaucer General Meeting
is adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day falling two days before the
date of the adjourned meeting.
(4) Or as soon thereafter as the Court Meeting shall have
concluded or been adjourned.
(5) These dates are indicative only and will depend, among other
things, on the date upon which the Court sanctions the Scheme and
confirms the associated reduction of capital and whether the
Conditions are satisfied or waived.
All references in this document to times are to UK time unless
otherwise stated.
If any of the above expected dates change, Chaucer will give
notice of the change by issuing an announcement through a
Regulatory Information Service.
Terms defined in the Scheme Circular shall have the same meaning
in this announcement.
Enquiries
The Hanover Tel: +1 508 855 1000
Oksana Lukasheva, Investor Relations
Michael Buckley, Media Relations
Goldman Sachs International Tel: +44 (0) 20 7774 1000
(Sole financial adviser to The Hanover)
Tom Vandever
Nimesh Khiroya
Chaucer Tel: +44 (0) 20 7397 9700
Martin Gilbert, Chairman
Bob Stuchbery, Chief Executive
Kinmont Tel: +44 (0) 20 7087 9100
(Joint financial adviser to Chaucer)
John O'Malley
Mat Thackery
Willis Capital Markets & Advisory Tel: +44 (0) 20 3124
6000
(Joint financial adviser to Chaucer)
Michiel Bakker
John Philipsz
Numis Securities Limited Tel: +44 (0) 20 7260 1000
(Corporate broker to Chaucer)
Oliver Hemsley
Charles Farquhar
Citigate Dewe Rogerson Tel: +44 (0) 20 7638 9571
(PR adviser to Chaucer)
Justin Griffiths
Sarah Gestetner
This announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities of Chaucer in any jurisdiction in
contravention of applicable law. The Acquisition will be made
solely by means of the Scheme Circular, which will contain the full
terms and conditions of the Acquisition, including details of how
to vote in favour of the Acquisition. Any vote in respect of the
Acquisition should be made only on the basis of information in the
Scheme Circular. Chaucer Shareholders are advised to read the
formal documentation in relation to the Acquisition carefully, once
it has been dispatched.
Whether or not certain Chaucer Shares are voted at the Court
Meeting or the Chaucer General Meeting, if the Scheme becomes
Effective, those Chaucer Shares will be cancelled pursuant to the
Scheme in return for the payment of 53.3 pence in cash per Chaucer
Share.
Goldman Sachs International, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is
acting exclusively for The Hanover and BidCo and for no-one else in
connection with the Acquisition and will not be responsible to any
person other than The Hanover and BidCo for providing the
protections afforded to clients of Goldman Sachs International, nor
for providing advice in relation to the Acquisition or any other
matters referred to herein.
Kinmont, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
Chaucer and for no-one else in connection with the Acquisition and
will not be responsible to any person other than Chaucer for
providing the protections afforded to clients of Kinmont, nor for
providing advice in relation to the Acquisition or any other
matters referred to herein.
Willis Capital Markets & Advisory, which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Chaucer and for no-one else in
connection with the Acquisition and will not be responsible to any
person other than Chaucer for providing the protections afforded to
clients of Willis Capital Markets & Advisory, nor for providing
advice in relation to the Acquisition or any other matters referred
to herein.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
Chaucer and for no-one else in connection with the Acquisition and
will not be responsible to any person other than Chaucer for
providing the protections afforded to clients of Numis, nor for
providing advice in relation to the Acquisition or any other
matters referred to herein.
Notice to US holders of Chaucer Shares
The Scheme relates to the shares of an English company that is a
"foreign private issuer" as defined under Rule 3b-4 under the US
Exchange Act and will be governed by English law. Neither the proxy
solicitation rules nor the tender offer rules under the US Exchange
Act will apply to the Scheme. Moreover, the Scheme will be subject
to the disclosure requirements and practices applicable in the UK
to schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules. Financial information included or referred to in this
announcement or the Scheme Circular, or which may be incorporated
by reference into the Scheme Circular, has been or will have been
prepared in accordance with accounting standards applicable in the
UK that may not be comparable to the accounting standards
applicable to financial statements of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the US. If The Hanover
elects to implement the acquisition of the Chaucer Shares by way of
an Offer, the Offer will be made in compliance with applicable
securities laws and regulations.
Chaucer is organised under the laws of England. The majority of
the officers and directors of Chaucer are residents of countries
other than the United States. It may not be possible to sue Chaucer
in a non-US court for violations of US securities laws. It may be
difficult to compel Chaucer and its respective affiliates to
subject themselves to the jurisdiction and judgment of a US
court.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, The Hanover or its nominees, or
its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase Chaucer Shares outside of
the United States, 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 the Regulatory
Information Service of the London Stock Exchange and will be
available on the London Stock Exchange website at
http://www.londonstockexchange.com/prices-and-news/pricesnews/home.htm.
Overseas Shareholders
The availability of the Acquisition or the distribution of this
announcement to Chaucer Shareholders who are not resident in the
United Kingdom may be affected by the laws of their relevant
jurisdictions in which they are located or of which they are
citizens. Such persons should inform themselves of, and observe,
any applicable legal or regulatory requirements of their
jurisdictions. Chaucer Shareholders who are in any doubt regarding
such matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay. Further details
in relation to overseas shareholders will be contained in the
Scheme Circular.
Forward-looking statements
This announcement, oral statements made regarding the
Acquisition and other information published by The Hanover and/or
Chaucer or their respective affiliates may contain certain
statements that are or may be forward-looking. These statements are
based on the current expectations of the management of The Hanover
and/or Chaucer (as applicable) and are naturally subject to
uncertainty and changes in circumstances. The forward-looking
statements contained herein may include statements about the
expected effects of the Acquisition, the expected timing and scope
of the Acquisition, anticipated earnings enhancements, estimated
cost savings and other synergies, costs to be incurred in achieving
synergies, potential disposals and other strategic options and all
other statements in this announcement other than historical facts.
Forward-looking statements include, without limitation, statements
that typically contain words such as: "will", "may", "should",
"could", "continue", "believes", "expects", "intends", "estimates",
"anticipates", "aims", "targets", "plans" and "forecasts" or words
of similar import. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. Many of
these risks and uncertainties relate to factors that are beyond the
ability of the person making the statement to control or estimate
precisely, such as future market conditions and the behaviour of
other market participants. Other unknown or unpredictable factors
could also cause actual results to differ materially from those in
the forward looking statements. Therefore investors should not
place undue reliance on such statements as a prediction of actual
results. The Hanover and Chaucer and their respective affiliates
assume no obligation and do not intend to update these
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required pursuant to
applicable law.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of
any class of relevant securities of an offeree company or of any
paper 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 paper 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 paper offeror. An "Opening Position Disclosure" by a
person to whom Rule 8.3(a) of the Code 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 paper offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a paper offeror prior to the deadline for
making an "Opening Position Disclosure" must instead make a
"Dealing Disclosure".
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of "relevant
securities" of the offeree company or of any paper offeror must
make a "Dealing Disclosure" if the person deals in any "relevant
securities" of the offeree company or of any paper 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 paper offeror, save to the extent that
these details have previously been disclosed under Rule 8 of the
Code. A "Dealing Disclosure" by a person to whom Rule 8.3(b) of the
Code 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 an offeree company or a
paper offeror, they will be deemed to be a single person for the
purpose of Rule 8.3 of the Code.
"Opening Position Disclosures" must also be made by the offeree
company and by any paper offeror and "Dealing Disclosures" must
also be made by the offeree company, by any paper offeror and by
any persons acting in concert with any of them (see Rules 8.1, 8.2
and 8.4 of the Code).
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. 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.
Terms in quotation marks are defined in the Code, which can also
be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule
8 of the Code, you should contact an independent financial adviser
authorised by the FSA under FSMA or consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone
number +44 (0) 20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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