TIDMCTR
RNS Number : 5087Z
Lovell Minnick Partners
10 January 2020
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
FOR IMMEDIATE RELEASE
10 January 2020
RECOMMED CASH ACQUISITION
of
CHARLES TAYLOR PLC ("CHARLES TAYLOR")
by
JEWEL BIDCO LIMITED ("LMP BIDCO")
a company formed on behalf of funds advised by Lovell Minnick
Partners LLC and its affiliates ("Lovell Minnick") to be effected
by means of a Scheme of Arrangement under Part 26 of the Companies
Act 2006
REGULATORY APPROVALS AND SCHEME TIMETABLE
On 19 September 2019, the boards of Charles Taylor and LMP Bidco
announced that they had reached agreement on terms of a recommended
all cash acquisition of the entire issued and to be issued share
capital of Charles Taylor by LMP Bidco (the "Acquisition") at a
price of 315 pence in cash for each Charles Taylor Share, to be
implemented by way of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act (the "Scheme"). The scheme
document in relation to the Acquisition was posted to Charles
Taylor Shareholders on 16 October 2019 (the "Scheme Document").
On 8 November 2019, the boards of Charles Taylor and LMP Bidco
announced that they had agreed an increased offer price of 345
pence in cash for each Charles Taylor Share (the "Increased
Offer"). A supplementary scheme document in relation to the
Increased Offer (the "Supplementary Scheme Document") was posted to
Charles Taylor Shareholders on 13 November 2019.
On 22 November 2019, Charles Taylor announced that at a Court
Meeting and General Meeting held on that date, all shareholder
resolutions relating to the Acquisition were approved by the
requisite majorities.
The Acquisition is subject to the Conditions set out in Part IV
of the Scheme Document, including the receipt of the relevant
approvals from the Prudential Regulation Authority ("PRA"), the
Financial Conduct Authority (the "FCA"), Lloyd's of London
("Lloyd's"), the Isle of Man Financial Services Authority, the
Bermuda Monetary Authority (the "BMA") and the Texas Department of
Insurance.
LMP Bidco announces that:
1. on 18 December 2019, the PRA and FCA gave written notice in
accordance with Part XII of FSMA of their approval of the
acquisition of control of Charles Taylor;
2. on 8 and 10 January 2020 the Franchise Board and the Council
gave their consent in writing under section 12 of the Lloyd's
Membership Byelaw (No. 5 of 2005) or section 43 of the Lloyd's
Underwriting Byelaw (No. 2 of 2003) (as the case may be), in terms
which do not impose any material conditions, obligations or
restrictions on the Wider Lovell Minnick Group or the Wider Charles
Taylor Group other than those which are satisfactory to LMP Bidco
(acting reasonably), to each person who would become a controller
(as defined in the Lloyd's Definitions Byelaw (No. 7 of 2005)) of
each member of the Wider Charles Taylor Group which is a corporate
member or a managing agent (each as defined in the Lloyd's
Definitions Byelaw (No. 7 of 2005)) as a result of the Acquisition
or its implementation being such a controller;
3. on 3 January 2020, the Isle of Man Financial Services
Authority confirmed in writing, in terms which do not impose any
material conditions, obligations or restrictions on the Wider
Lovell Minnick Group or the Wider Charles Taylor Group other than
those which are satisfactory to LMP Bidco (acting reasonably) that
(i) it has no objection to the Acquisition or its implementation
pursuant to section 29 of the Isle of Man Insurance Act 2008 and
(ii) it consents to the Acquisition or its implementation pursuant
to the Isle of Man Financial Services Rule Book 2016 (as amended)
and the Isle of Man Financial Services Act 2008;
4. on 20 November 2019, the BMA gave its consent to the Bermuda
Insurer within 30 days of the Bermuda Insurer's filing of a notice
relating to a material change under section 30D, 30CA and 30J of
the Bermuda Insurance Act; and
5. on 9 October 2019, the Texas Department of Insurance
confirmed, pursuant to Section 4001.253 of the Texas Insurance
Code, that it has no objection to the Acquisition or its
implementation,
thereby satisfying all of the regulatory Conditions to the
Acquisition.
Next steps and timetable
The Scheme remains subject to sanction by the Court at the
Scheme Court Hearing (expected to take place on 16 January 2020),
the delivery of a copy of the Court Order to the Registrar of
Companies and the satisfaction (or, where applicable, the waiver)
of the other Conditions to the Scheme (as set out in the Scheme
Document). Subject to the Scheme receiving the sanction of the
Court, the delivery of a copy of the Court Order to the Registrar
of Companies and the satisfaction or, where applicable, the waiver
of the other Conditions, the Scheme is expected to become effective
on 21 January 2020.
The expected timetable of principal events for the
implementation of the Scheme is set out below. If any change to the
key dates and/or times set out in the timetable are made, Charles
Taylor and LMP Bidco will give notice of this change by issuing an
announcement through a Regulatory Information Service and by making
such announcement available on Charles Taylor's website at
http://www.ctplc.com/investors/.
Event Time and/or date(1)
Scheme Court Hearing to sanction 16 January 2020
the Scheme
Last day of dealings in, and for 17 January 2020
registration of transfers of, and
disablement in CREST of, Charles
Taylor Shares
Scheme Record Time 6.00 p.m. on 17 January
2020
Suspension of listing of, and dealings 7.30 a.m. on 20 January
in, Charles Taylor Shares 2020
Effective Date of the Scheme 21 January 2020(2)
Cancellation of listing of Charles By 8.00 a.m. on 22 January
Taylor Shares 2020
Latest date for despatch of cheques 4 February 2020
and crediting of CREST accounts
for the cash consideration due
under the Scheme
Long Stop Date 19 March 2020(3)
(1) All references in this Announcement to times are London time unless otherwise stated.
(2) This will be the date on which the Scheme Court Order is
delivered to the Registrar of Companies. The events which are
stated as occurring on subsequent dates are conditional on the
Effective Date and operate by reference to this time.
(3) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as Charles Taylor and LMP Bidco may agree in writing
(with the Panel's consent and as the Court may approve (should such
approval(s) be required)).
Capitalised terms used but not defined in this Announcement have
the meanings given to them in the Scheme Document.
Enquiries:
+44 (0) 20 3320
Charles Taylor plc 8888
David Marock, Group CEO
Richard Yerbury, Group Corporate Development and
Operations Director
+44 (0) 20 7280
Rothschild & Co 5000
(Financial adviser to Charles Taylor)
Christopher Kaladeen
Anika Sood
Peter Brierley
Alice Squires
+44 (0) 20 3100
Liberum 2222
(Corporate broker to Charles Taylor)
Richard Crawley
Lovell Minnick and LMP Bidco +1 610 995 9660
Jason Barg
Spencer Hoffman
+44 (0) 20 7653
RBC Capital Markets 4000
(Financial adviser to Lovell Minnick and LMP Bidco)
Martin Frowde
Philip Creed
Media Enquires:
+44 (0) 20 3757
Newgate Communications 6880
(Financial PR adviser to Charles Taylor)
Elisabeth Cowell
Ian Silvera
+44 (0) 20 3757
Camarco 4989
(Financial PR adviser to Lovell Minnick and LMP
Bidco)
Hazel Stevenson
Jane Glover
Debevoise & Plimpton LLP is providing legal advice to Lovell
Minnick and LMP Bidco. Davis Polk & Wardwell London LLP is
providing legal advice to Charles Taylor.
Important notices
Rothschild & Co, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for Charles Taylor
and for no one else in connection with the Acquisition and will not
be responsible to anyone other than Charles Taylor for providing
the protections afforded to its clients, nor for providing advice
in relation to the Acquisition or any other matters referred to in
this Announcement.
Liberum, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Charles Taylor and for no
one else in connection with the Acquisition and will not be
responsible to anyone other than Charles Taylor for providing the
protections afforded to its clients, nor for providing advice in
relation to the Acquisition or any other matters referred to in
this Announcement.
RBC Capital Markets is the trading name for RBC Europe Limited,
which is authorised by the PRA and regulated by the FCA and the PRA
and is a subsidiary of Royal Bank of Canada. RBC Capital Markets is
acting exclusively for Lovell Minnick and LMP Bidco and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than Lovell Minnick and LMP Bidco for providing the
protections afforded to its clients nor for providing advice in
relation to the Acquisition or any other matters referred to in
this Announcement.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or the
solicitation of an offer to buy, otherwise acquire, subscribe for,
sell or otherwise dispose of any securities, pursuant to the
Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale, issuance or
exchange would be unlawful prior to the registration or
qualification under the laws of such jurisdiction. The Acquisition
will be made solely by means of the Scheme Document and the
Supplementary Scheme Document or any document by which the
Acquisition is made which contains or will contain the full terms
and Conditions of the Acquisition.
This Announcement has been prepared for the purpose of complying
with English law and the 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 the United Kingdom.
Charles Taylor and LMP Bidco urge Charles Taylor Shareholders to
read the Scheme Document and the Supplementary Scheme Document
because they contain important information relating to the
Acquisition.
Each Charles Taylor Shareholder is advised to consult its
independent professional adviser regarding the tax consequences to
it (or to its beneficial owners) of the Acquisition.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions 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. Further details in relation to the
Overseas Shareholders are contained in the Scheme Document and the
Supplementary Scheme Document. 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 Acquisition relates to shares of a UK company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. Neither the US proxy solicitation
rules nor the tender offer rules under the US Exchange Act apply to
the Acquisition. Accordingly, the Acquisition is subject to the
disclosure requirements, rules and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
requirements of US proxy solicitation or tender offer rules.
However, if LMP 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 laws and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Such a takeover would be made in the United States by LMP Bidco and
no one else. In addition to any such Takeover Offer, LMP Bidco,
certain affiliated companies and the nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase,
shares in Charles Taylor outside such Takeover Offer during the
period in which such Takeover Offer would remain open for
acceptance. If such purchases or arrangements to purchase were to
be made, they would be made outside the United States and would
comply with applicable law, including the US Exchange Act.
None of the securities referred to in this Announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this Announcement. Any representation to the contrary
is a criminal offence in the United States.
Charles Taylor's financial statements, and all financial
information that is included in this Announcement, or that is
included in the Scheme Document or the Supplementary Scheme
Document, have been prepared in accordance with international
financial reporting standards, which differ in certain respects
from US generally acceptable accounting principles, and may not be
comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles.
Unless otherwise determined by LMP Bidco or required by the 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
Acquisition by any such 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 this Announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must observe these
restrictions and must not mail or otherwise distribute or send them
in, into or from such jurisdictions where to do so would violate
the laws in that jurisdiction.
The availability of the Acquisition to Charles Taylor
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
requirements.
The Acquisition is subject to the applicable requirements of the
Code, the Panel, the London Stock Exchange and the FCA.
Forward looking statements
This Announcement, the Scheme Document and the Supplementary
Scheme Document, contain statements about Lovell Minnick, LMP Bidco
and the Charles Taylor Group that are or may be forward looking
statements. These statements are based on the current expectations
of the management of Lovell Minnick, LMP Bidco and Charles Taylor
(as the case may be) and are naturally subject to uncertainty and
changes in circumstances. All statements, including the expected
timing and scope of the Acquisition, other than statements of
historical facts included in this Announcement, the Scheme Document
and the Supplementary Scheme Document may be forward looking
statements. Without limitation, any statements preceded or followed
by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "might", "should",
"would", "could", "anticipates", "estimates", "projects",
"strategy" or words or terms of similar substance or the negative
thereof are forward looking statements. 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 LMP Bidco's or the
Charles Taylor Group's operations and potential synergies resulting
from the Acquisition; and (iii) the effects of government
regulation on LMP Bidco's or the Charles Taylor Group's
business.
Such forward looking statements are not guarantees of future
performance. By their nature, because they relate to events and
depend on circumstances that will occur in the future, such forward
looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results and
developments to differ materially from those projected or implied
in any forward looking statements. These factors include, but are
not limited to, the satisfaction of the conditions to the
Acquisition, as well as additional factors, such as changes in
political and economic conditions, changes in the level of capital
investment, retention of key employees, changes in customer habits,
success of business and operating initiatives and restructuring
objectives, impact of any acquisitions or similar transactions,
changes in customers' strategies and stability, competitive product
and pricing measures, changes in the regulatory environment,
fluctuations or interest and exchange rates, the outcome of any
litigation. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such forward
looking statements, (which speak only as of the date hereof) and
none of Lovell Minnick, LMP Bidco nor any member of the Charles
Taylor Group (nor any of their respective associates, directors,
officers, employees or advisers) provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied by the forward looking statements will actually occur.
Further, each of Lovell Minnick, LMP Bidco and each member of
the
Charles Taylor Group disclaims any obligation to update publicly
or revise any forward looking or other statements contained herein
or in the Scheme Document or Supplementary Scheme Document, whether
as a result of new information, future events or otherwise, except
as required by applicable law.
All subsequent oral or written forward looking statements
attributable to any member of the Charles Taylor Group or Lovell
Minnick or LMP Bidco, or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
No profit forecasts or profit estimates
No statement in this Announcement is intended as a profit
forecast or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Charles Taylor for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for Charles Taylor.
Dealing and Opening Position Disclosure Requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 p.m. (London time) on the 10th Business Day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of 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 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
securities exchange 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 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 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 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.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, RBC and its
affiliates will continue to act as exempt principal trader in
Charles Taylor 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
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.
Publication on website and hard copies
This Announcement will be available free of charge, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Charles Taylor's website at
http://www.ctplc.com/investors/ and on LMP Bidco's website at
www.lmpartners.com/charles-taylor-documents by no later than 12.00
p.m. on the Business Day following this Announcement.
Neither the content of any website referred to in this
Announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
Announcement.
Charles Taylor Shareholders may request a hard copy of this
Announcement by contacting Computershare Investor Services PLC
("Computershare") on +44 (0) 370 889 4020. Calls outside the United
Kingdom will be charged at the applicable international rate. The
helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday,
excluding public holidays in England and Wales. Please note that
Computershare cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes. Charles Taylor Shareholders may also request that all
future documents, announcements and information to be sent to them
in relation to the Acquisition should be in hard copy form. If a
Charles Taylor Shareholder has received this Announcement in
electronic form, hard copies of this Announcement and any document
or information incorporated by reference into this Announcement
will not be provided unless such a request is made.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPKKKBNOBKDBDD
(END) Dow Jones Newswires
January 10, 2020 12:42 ET (17:42 GMT)
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