TIDMZPG
RNS Number : 3101U
ZPG PLC
11 July 2018
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
11 July 2018
RECOMMED CASH ACQUISITION
of
ZPG PLC ("ZPG")
by
Zephyr Bidco Limited ("Bidco")
Scheme of Arrangement becomes Effective
On 11 May 2018, ZPG and Bidco announced that they had reached
agreement on the terms of a recommended cash acquisition by Bidco
of ZPG's entire issued and to be issued ordinary share capital (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").
On 9 July 2018, ZPG and Bidco announced that the Court had
sanctioned the Scheme.
ZPG and Bidco are pleased to announce that the Scheme has now
become effective.
Under the terms of the Scheme, holders of Scheme Shares are
entitled to receive 490 pence for each Scheme Share held at the
Scheme Record Time (6.00 p.m. (London time) on 10 July 2018). The
latest date for the despatch of cheques to Scheme Shareholders and
settlement through CREST is 25 July 2018.
Dealings in ZPG Shares were suspended with effect from 7.30 a.m.
(London time) on 11 July 2018. Applications have been made to the
UK Listing Authority and the London Stock Exchange in relation to
the delisting of ZPG Shares from the Official List of the UK
Listing Authority and the cancellation of the admission to trading
of ZPG Shares on the main market for listed securities of the
London Stock Exchange, which are each expected to take place by
8.00 a.m. (London time) on 12 July 2018.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the scheme document published on 23
May 2018 containing the full terms and conditions of the
acquisition by Bidco of the entire issued and to be issued share
capital of ZPG (the "Scheme Document"). Bidco is a wholly-owned
indirect subsidiary of funds managed by Silver Lake Management
Company V, LLC ("Silver Lake").
Enquiries:
ZPG
+44(0) 203 8725
658
+44(0) 203 8725
Ned Staple, General Counsel and Company Secretary 653
Lawrence Hall, Director of Communications +44(0) 203 8725
Rachael Malcolm, Head of Investor Relations 648
Credit Suisse (Lead Financial Adviser and Corporate
Broker to ZPG)
Gillian Sheldon
Joe Hannon
Lewis Burnett +44(0) 20 7888
Chris Cottrell 8888
Goldman Sachs (Lead Financial Adviser to ZPG)
Anthony Gutman
Chris Emmerson
Alex Garner +44(0) 20 7774
Jamie Hay 1000
Jefferies (Financial Adviser and Corporate
Broker to ZPG)
Paul Nicholls
Max Jones
Tariq Hussain +44(0) 20 7029
Dominic Lester 8000
Maitland (PR Adviser to ZPG)
James Isola +44(0) 20 7379
Joanna Davidson 5151
Freshfields Bruckhaus Deringer LLP are retained as legal
advisers to ZPG.
Important Notices
Credit Suisse International ("Credit Suisse"), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the UK, is acting as lead financial adviser
exclusively for ZPG and no one else in connection with the matters
set out in this Announcement and will not be responsible to any
person other than ZPG for providing the protections afforded to
clients of Credit Suisse, nor for providing advice in relation to
the content of this Announcement 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 this Announcement, any
statement contained herein or otherwise.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
UK, is acting exclusively for ZPG and no one else in connection
with the Acquisition and any other matter referred to in this
Announcement and will not be responsible to anyone other than ZPG
for providing the protections afforded to clients of Goldman Sachs
International, or for providing advice in relation to the possible
offer or any other matters referred to in this Announcement.
Jefferies International Limited, which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for ZPG and no one else in connection with the Acquisition and will
not be responsible to anyone other than ZPG for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition or any other matters referred to in
this Announcement.
This Announcement has been prepared for the purpose of complying
with English law and the City 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.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
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 the United States or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by Bidco or required by the City
Code, and permitted by applicable law and regulation, the
Acquisition shall 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. 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 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 ZPG 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, as any failure to comply
with such requirements 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 shall be subject to the applicable requirements
of the City Code, the Panel, the London Stock Exchange, and the
FCA. Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Additional Information for US Investors
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under the law of England and Wales. A transaction effected by means
of a scheme of arrangement is not subject to the tender offer rules
under the US Exchange Act. Accordingly, the Scheme will be 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. The financial
information included in this Announcement and the Scheme
documentation 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 receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its ZPG Shares pursuant to the
Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each ZPG
Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and ZPG are located in countries other than the US, and some or all
of their officers and directors may be residents of countries other
than the US. US holders may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Bidco, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in ZPG
outside of the US, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes effective,
lapses or is otherwise withdrawn. If such purchases or arrangements
to purchase were to be made they would occur either in the open
market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US
Exchange Act. Any information about such purchases or arrangements
to purchase will be disclosed as required in the United Kingdom,
will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com.
Forward Looking Statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Silver Lake, Bidco
or ZPG contain statements about Bidco and ZPG that are or may be
deemed to be forward looking statements. All statements other than
statements of historical facts included in this 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",
"anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, are forward looking statements.
Forward looking statements 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 or ZPG's operations and potential synergies resulting from
the Acquisition; and (iii) the effects of government regulation on
Bidco's or ZPG's business.
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 to
differ materially from those projected or implied in any forward
looking statements, including: increased competition, the loss of
or damage to one or more key customer relationships, changes to
customer ordering patterns, delays in obtaining customer approvals
for engineering or price level changes, the failure of one or more
key suppliers, the outcome of business or industry restructuring,
the outcome of any litigation, changes in economic conditions,
currency fluctuations, changes in interest and tax rates, changes
in raw material or energy market prices, changes in laws,
regulations or regulatory policies, developments in legal or public
policy doctrines, technological developments, the failure to retain
key management, or the timing and success of future acquisition
opportunities or major investment projects. Other unknown or
unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. Such
forward-looking statements should therefore be construed in the
light of such factors. Neither Bidco nor ZPG, 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 this document will actually occur. You are cautioned not to
place undue reliance on these forward looking statements. Other
than in accordance with their legal or regulatory obligations
(including under the UK Listing Rules and the Disclosure Guidance
and Transparency Rules of the FCA), neither Bidco nor ZPG is under
any obligation, and Bidco and ZPG 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.
Disclosure Requirements of the City Code
Under Rule 8.3(a) of the City 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 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 City 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 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.
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 shall be made available subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions on ZPG's website at zpg.co.uk by no later than 12
noon (London time) on 12 July 2018. For the avoidance of doubt, the
contents of this website are not incorporated into and do not form
part of this Announcement.
You may request a hard copy of this Announcement by contacting
Equiniti between 8:30 a.m. and 5:30 p.m. (UK time) Monday to Friday
(excluding public holidays in England and Wales) on +44 (0) 371 384
2543 (calls to this number are charged at national rates, calls
from a mobile device may incur network extras) or on +44 (0) 121
415 0280 from outside the UK. You may request a hard copy of all
information incorporated into this document by reference to another
source by contacting Ned Staple on +44(0)203 872 5658. You may also
request that all future documents, announcements and information to
be sent to you in relation to the Acquisition should be in hard
copy form.
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
SOAGCGDRBXBBGIB
(END) Dow Jones Newswires
July 11, 2018 05:33 ET (09:33 GMT)
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