TIDMJNY
RNS Number : 2742P
Jaguar Holdings Limited
16 November 2016
For immediate release
Not for release, publication or distribution, in whole or in
part, DIRECTLY OR INDIRECTLY in, into or from any RESTRICTED
jurisdiction (INCLUDING THE UNITED STATES OF AMERICA) where to do
so would constitute a violation of the relevant laws or regulations
of such jurisdiction. THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
16 November 2016
RECOMMED MANDATORY CASH OFFER
FOR
JOURNEY GROUP PLC
BY
JAGUAR HOLDINGS LIMITED
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
1. Introduction
On 11 October 2016, the Independent Directors and the Jaguar
Holdings Directors announced that they had reached agreement on the
terms of a recommended cash offer (the "Offer") pursuant to which
Jaguar Holdings would acquire the entire issued and to be issued
share capital of Journey under the provisions of Part 28 of the
Companies Act for 240 pence per Journey Share. On 21 October 2016,
Jaguar Holdings posted an offer document to Journey Shareholders
setting out the full terms and conditions of the Offer (the
"Original Offer Document"), together (where appropriate) with the
Form of Acceptance.
On 1 November 2016, Jaguar Holdings announced that, following
the Share Purchase described in that announcement, its Offer had
become a recommended mandatory cash offer for the entire issued and
to be issued share capital of Journey not already held by Jaguar
Holdings pursuant to Rule 9 of the Code (the "Recommended Mandatory
Offer"). A revised offer document containing details of the
Recommended Mandatory Offer was published and sent to Journey
Shareholders by Jaguar Holdings on the same date (the "Mandatory
Offer Document").
2. Recommended Mandatory Offer Unconditional
Jaguar Holdings is now pleased to declare its Recommended
Mandatory Offer unconditional in all respects.
The Recommended Mandatory Offer has been extended and will
remain open for acceptance until 29 November 2016 (any further
extensions of the Recommended Mandatory Offer will be publicly
announced by 8.00 a.m. on the business day following the day on
which the Recommended Mandatory Offer was otherwise due to expire,
or such later time or date as the Panel may agree).
3. Level of acceptances and share purchases
Summary
Jaguar Holdings announces that as at 1.00 p.m. (London time) on
15 November 2016, being the Revised First Closing Date of the
Recommended Mandatory Offer, valid acceptances of the Recommended
Mandatory Offer had been received in respect of 6,100,748 Journey
Shares, representing approximately 51.50 per cent. of the existing
issued share capital of Journey, which Jaguar Holdings may count
towards the satisfaction of the acceptance condition of the
Recommended Mandatory Offer.
In addition, Jaguar Holdings has acquired, in aggregate,
2,139,439 Journey Shares, representing approximately 18.06 per
cent. of the existing issued share capital of Journey, through
market purchases from Kestrel Partners LLP and SVG Capital PLC as
announced on 1 November 2016 and 2 November 2016 respectively.
In total, Jaguar Holdings has therefore received valid
acceptances of its Recommended Mandatory Offer in respect of, or
has acquired, 8,240,187 Journey Shares, representing approximately
69.56 per cent. of the existing issued share capital of Journey and
of the voting rights normally exercisable at general meetings of
Journey.
Further information
Of the valid acceptances received on or before 1.00 p.m. (London
time) on 15 November 2016 referred to above:
- acceptances in respect of 4,268,884 Journey Shares comprised
acceptances by persons from whom Jaguar Holdings had procured an
irrevocable commitment to accept (or procure the acceptance of) the
Offer (including the Recommended Mandatory Offer), representing
approximately 36.03 per cent. of the existing issued share capital
of Journey; and
- acceptances in respect of, in aggregate, 3,546,311 Journey
Shares comprised acceptances by persons acting in concert with
Jaguar Holdings, representing approximately 29.94 per cent. of the
existing issued share capital of Journey, all of which shares were
held by the Existing Harwood Investors who had given irrevocable
commitments to accept the Offer (including the Recommended
Mandatory Offer).
Jaguar Holdings has an outstanding irrevocable commitment from a
non-executive director of Journey, to accept (or procure the
acceptance of) the Offer (including the Recommended Mandatory
Offer) in respect of 513,780 of such director's holding of Journey
Shares, representing approximately 4.34 per cent. of the issued
share capital of Journey. Such irrevocable commitment is
outstanding due to an administrative oversight and the
non-executive director concerned is taking steps to procure
acceptance of the Recommended Mandatory Offer in respect of such
shares as soon as practicable.
4. Action to be taken
Journey Shareholders who have not yet accepted the Recommended
Mandatory Offer are urged to do so as soon as possible. To do
so:
- Journey Shareholders who hold their Journey Shares in
certificated form (that is, not in CREST), should complete and
return the Form of Acceptance which was enclosed with the Original
Offer Document in accordance with the instructions set out in
paragraph 13.1 of the letter from Jaguar Holdings to Journey
Shareholders in Part II of the Original Offer Document and the
instructions printed on the Form of Acceptance. You should complete
a separate Form of Acceptance for Journey Shares held in
certificated form but under different designations.
- Journey Shareholders who hold their Journey Shares in
uncertificated form (that is, in CREST) should follow the procedure
for Electronic Acceptance through CREST in accordance with the
instructions set out in paragraph 13.2 of the letter from Jaguar
Holdings to Journey Shareholders in Part II of the Original Offer
Document so that a TTE Instruction settles as soon as possible. If
Journey Shareholders hold their Journey Shares as a CREST sponsored
member, they should refer to their CREST sponsor as only their
CREST sponsor will be able to send the necessary TTE instruction to
Euroclear.
If you hold Journey Shares in both certificated and
uncertificated forms and wish to accept the Recommended Mandatory
Offer in respect of any or all of such shares, you should complete
the Form of Acceptance which was enclosed with the Original Offer
Document in respect of your Journey Shares held in certificated
form only and follow the procedure for Electronic Acceptance
through CREST in respect of your Journey Shares held in
uncertificated form.
With respect to Journey Shareholders who hold their shares in
certificated form, the Form of Acceptance enclosed with the
Original Offer Document should be used to accept the Recommended
Mandatory Offer. If, for whatever reason, you did not receive or
have mislaid your Form of Acceptance you may request a new Form of
Acceptance by telephoning the Receiving Agent, Capita Asset
Services, between 9.00 a.m. and 5.30 p.m. (London time) Monday to
Friday on +44 (0)371 664 0321. Calls are charged at the standard
geographic rate and will vary by provider. Calls to the helpline
from outside the United Kingdom will be charged at applicable
international rates. Calls may be recorded and randomly monitored
for security and training purposes. The helpline cannot provide
advice on the merits of the Recommended Mandatory Offer nor give
any financial, legal or tax advice.
5. Cancellation of admission to trading on AIM, compulsory acquisition and re-registration
Once Jaguar Holdings has by virtue of its shareholdings and
acceptances of the Recommended Mandatory Offer acquired, or agreed
to acquire, Journey Shares representing at least 75 per cent. of
the voting rights of Journey, Jaguar Holdings intends to procure
that Journey applies to the London Stock Exchange for the
cancellation of the admission of Journey Shares to trading on
AIM.
It is anticipated that such cancellation will take effect no
earlier than 20 Business Days after Jaguar Holdings has, by virtue
of acceptances of the Recommended Mandatory Offer and/or other
acquisitions of Journey Shares, acquired or agreed to acquire
issued share capital carrying 75 per cent. or more of the voting
rights of Journey. If Jaguar Holdings does not become the holder of
75 per cent. or more of the Journey Shares in issue through
acceptances of the Recommended Mandatory Offer and market
purchases, then Jaguar Holdings intends to seek the cancellation of
the admission of Journey Shares to trading on AIM under the
provisions set out in Rule 41 of the AIM Rules.
The cancellation of admission to trading of Journey Shares on
AIM would significantly reduce the liquidity and marketability of
any Journey Shares for which the Recommended Mandatory Offer is not
accepted. Once cancellation has taken effect, Journey Shareholders
will no longer be able to effect transactions in Journey Shares on
AIM.
If Jaguar Holdings receives acceptances under the Recommended
Mandatory Offer in respect of, and/or otherwise acquires, 90 per
cent. or more of the Journey Shares: (i) by nominal value; and (ii)
by voting rights attaching to such shares, in each case to which
the Offer relates, Jaguar Holdings intends to exercise its rights
pursuant to the provisions of Chapter 3 of Part 28 of the Companies
Act to acquire compulsorily the remaining Journey Shares in respect
of which the Recommended Mandatory Offer has not been accepted on
the same terms as the Recommended Mandatory Offer.
It is also proposed that, following admission to trading on AIM
of Journey Shares having been cancelled, Journey will be
re-registered as a private company under the relevant provisions of
the Companies Act.
6. Disclosure of Interests
Save as disclosed in this announcement, neither Jaguar Holdings
nor the directors of Jaguar Holdings nor any person acting, or
deemed to be acting, in concert with Jaguar Holdings for the
purposes of the Recommended Mandatory Offer has any interest in
relevant securities of Journey or a right to subscribe for or any
short positions (whether conditional or absolute and whether in the
money or otherwise), including any short positions under a
derivative, any agreement to sell or delivery obligation or right
to require another person to purchase or take delivery in respect
of any relevant securities of Journey or has during the Offer
Period borrowed or lent any relevant securities of Journey.
7. Settlement of consideration
Settlement of the consideration to which any Journey Shareholder
is entitled under the Recommended Mandatory Offer is expected to be
dispatched (or credited through CREST) to validly accepting Journey
Shareholders (i) in the case of acceptances received, complete in
all respects, on or before the date of this announcement, within 14
days of this announcement; or (ii) in the case of acceptances
received, complete in all respects, after the date of this
announcement but while the Recommended Mandatory Offer remains open
for acceptance, within 14 days of such receipt, and in either case
in the manner described in paragraphs 14.1 or 14.2, as relevant, of
the letter from Jaguar Holdings set out in Part II of the Original
Offer Document.
8. General
Capitalised terms and expressions used in this announcement
shall, unless otherwise defined herein and save as the context
otherwise requires, have the same meanings as given to them in the
Offer Announcement dated 11 October 2016 and the Original Offer
Document, as updated by the additional definitions set out in
Appendix III to the Mandatory Offer Document.
All percentages of voting rights, issued share capital and
relevant Journey securities are stated by reference to the relevant
percentage held and in issue outside treasury. Since under a Rule 9
mandatory offer the acceptance condition is calculated by reference
to voting rights only (rather than by reference to the number of
shares to which the offer relates), all percentage figures for
acceptances of the Recommended Mandatory Offer are given in this
announcement based on the 11,845,879 Journey Shares in issue
outside treasury (since treasury shares do not carry voting
rights).
Enquiries:
Jaguar Holdings Limited Tel: +44 (0) 207
Christopher Mills, Director 640 3200
Tim Sturm, Director
Strand Hanson Limited Tel: +44 (0) 207
(Financial Adviser to Jaguar 409 3494
Holdings and Harwood Capital)
Stuart Faulkner
Matthew Chandler
James Dance
Journey Group plc Tel: +44 (0) 208
Stephen Yapp, Executive Chairman 606 1300
Alison Whittenbury, Chief Financial
Officer
Stockdale Securities Limited Tel: +44 (0) 207
(Financial adviser to Journey) 601 6100
Tom Griffiths
Edward Thomas
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Jaguar Holdings and Harwood
Capital and no-one else in connection with the Recommended
Mandatory Offer and other matters described in this announcement
and will not be responsible to anyone other than Jaguar Holdings
and Harwood Capital for providing the protections afforded to
clients of Strand Hanson Limited or for providing advice in
relation to the Recommended Mandatory Offer, the contents of this
announcement or any other matter referred to herein.
Stockdale Securities Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Journey and no-one else in
connection with the Recommended Mandatory Offer and other matters
described in this announcement and will not be responsible to
anyone other than Journey for providing the protections afforded to
clients of Stockdale Securities Limited or for providing advice in
relation to the Recommended Mandatory Offer, the contents of this
announcement or any other matter referred to herein.
In accordance with Rule 30.3 of the Code, you may request a hard
copy of this announcement by contacting the Receiving Agent, Capita
Asset Services, during business hours on 0371 664 0321 from within
the UK or +4420 8639 3399 if calling from outside the UK or by
submitting a request in writing to Capita Asset Services at The
Registry, 34 Beckenham Road, Kent, BR3 4TU. It is important that
you note that unless you make a request, a hard copy of this
announcement and any such information incorporated by reference in
it 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 Recommended Mandatory Offer should be sent in hard
copy form.
SHAREHOLDERS ARE ADVISED TO READ THE MANDATORY OFFER DOCUMENT
AND THE ORIGINAL OFFER DOCUMENT CAREFULLY. THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT,
CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR AN INVITATION TO
SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY
VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE,
ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS
ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE
LAW. THE RECOMMENDED MANDATORY OFFER IS BEING MADE SOLELY BY MEANS
OF THE MANDATORY OFFER DOCUMENT AND THE ORIGINAL OFFER DOCUMENT (TO
THE EXTENT NOT REVISED BY THE MANDATORY OFFER DOCUMENT), WHICH
CONTAIN THE FULL TERMS AND CONDITIONS OF THE RECOMMENDED MANDATORY
OFFER, AND IN THE CASE OF JOURNEY SHARES HELD IN CERTIFICATED FORM,
THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE
RECOMMENDED MANDATORY OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THESE DOCUMENTS.
The availability of the Recommended Mandatory Offer and the
release, publication and distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons who are not
resident in the United Kingdom into whose possession this
announcement comes should inform themselves about and observe any
such restrictions. Failure to comply with any such 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 Recommended Mandatory
Offer disclaim any responsibility or liability for the violation of
such restrictions by any person. Copies of this announcement and
any formal documentation relating to the Recommended Mandatory
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 them in, into or from
any Restricted Jurisdiction.
This announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules 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.
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in any Restricted
Jurisdiction, on Journey's website at www.journeygroup.plc.uk until
the end of the offer period (or, if later, the end of any
competition reference period). For the avoidance of doubt, the
contents of the website referred to above are not incorporated into
and do not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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November 16, 2016 02:00 ET (07:00 GMT)
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