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
17 April 2024
RECOMMENDED CASH OFFER
for
ACCROL GROUP HOLDINGS PLC
by
NAVIGATOR PAPER UK LIMITED
(an
indirect wholly owned subsidiary of The Navigator Company,
S.A.)
(to be implemented by way of a
scheme of arrangement
under Part 26 of the Companies Act
2006)
PUBLICATION OF THE SCHEME
DOCUMENT
On 22 March 2024, the Boards of
Accrol Group Holdings plc ("Accrol") and Navigator Paper UK Limited
("Bidco") announced that
they had reached agreement on the terms of a recommended all-cash
offer for the entire issued and to be issued share capital of
Accrol by Bidco for 38 pence per Accrol Share (the "Offer").
It is intended that the Offer will
be effected by means of a court sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").
Publication of Scheme
Document
Accrol is pleased to announce that
it has today published a shareholder circular in relation to the
Scheme (the "Scheme
Document"), setting out, amongst other things, a letter from
the Executive Chairman of Accrol, the full terms and conditions of
the Scheme, an explanatory statement, an expected timetable of
principal events, notices of the required Court Meeting and the
General Meeting (together, the "Meetings") and details of the action to
be taken by shareholders of Accrol, which will be published on
Accrol's website at
https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc/.
Subject to any restrictions relating
to persons resident in Restricted Jurisdictions, hard copies of the
Scheme Document and the Forms of Proxy for the Meetings are being
posted to shareholders of Accrol today and, for information
purposes only, being made available to participants in the Accrol
LTIP and other persons with information rights.
Capitalised terms used in this
announcement (the "Announcement") shall, unless otherwise defined
herein, have the same meanings as set out in the Scheme Document.
All references to times in this Announcement are to London, United
Kingdom times unless stated otherwise.
Summary of the terms of the Offer
Under the terms of the Offer, which
is subject to the Conditions and certain further terms set out in
Part III (Conditions to the
implementation of the Scheme and to the Offer) of the Scheme
Document, Accrol Shareholders will be entitled to
receive:
38 pence in cash for each
Accrol Share
The Offer values the entire issued
and to be issued share capital of Accrol at approximately £127.5
million and implies an enterprise value of approximately £184.8
million and a multiple of approximately:
·
11.9x using Accrol FY2023A adjusted EBITDA of
£15.6 million; and
·
9.9x using Accrol LTM (last twelve months)
adjusted EBITDA of £18.7 million for the period ended 31 October
2023.
The Offer represents a premium of
approximately 47 per cent. to the average EV/LTM EBITDA multiple of
6.7x for publicly traded companies across private label tissue,
private label hygiene and other UK companies that focus on private
label products.
The Offer represents a premium of
approximately:
·
11.8 per cent. to the Closing Price of 34.0 pence
per Accrol Share on 21 March 2024 (being the last Business Day
before the commencement of the Offer Period);
·
28.7 per cent. to the Volume Weighted Average
Price per Accrol Share during the 6-month period ended on 21 March
2024; and
·
23.2 per cent. to the Volume Weighted Average
Price per Accrol Share during the 12-month period ended on 21 March
2024.
When the Accrol Directors reviewed
the Offer in the context of the multiples observed in the private
label sector (in tissue, hygiene and other in UK & Ireland) for
publicly traded companies and comparable precedent transactions,
they believe the Offer represents an attractive premium and full
value for the business.
Background to and reasons for the Accrol Directors'
recommendation
Since its initial public offering in
2016 and subsequent Strategic Review (as defined below), Accrol has
demonstrated a track record of delivering on its growth strategy
through organic growth, product expansion, cost optimisation and an
effective acquisition strategy to become a leading converter and
supplier of tissue-based products and wet wipes to many of the UK's
leading discounters and retailers across the UK.
Accrol has been able to grow, gaining
market share largely at the expense of the branded product offering
by adapting its product portfolio in order to supply high quality
products at a competitive price advantage when compared to the
major branded providers. The growth of the large European
discounters in the UK retail market has provided further
opportunity for Accrol to continue to gain market share.
The UK is (and has been) a net
importer of jumbo tissue paper reels. In the last decade, some of
Accrol's competitors have invested in circa. 190kt of annual
domestic production, mainly to supply their own converting
operations in order to increase their level of integration and
competitiveness. Accrol started its major growth path (5 years ago)
through a series of capital investments in converting capacity and
automation, to win market share from branded tissue suppliers as
the market moved towards private label through the expansion of
discount retailers (Aldi, Lidl, etc). However, the supply dynamics
in the UK are set to change. Multiple European and Turkish tissue
suppliers have indicated and commenced investments to expand their
operations in the UK by investing in brand new, state-of-the-art
tissue making and converting facilities in the coming years (circa.
500kt of tissue paper reels). It is anticipated that this will make
the UK market significantly more competitive and has the potential
to disrupt volume growth and margin stability as new entrants seek
to establish a foothold in market share.
Whilst the management team maintain
confidence that Accrol could thrive as an independent business,
they are also of the view that the balance of risk and reward has
shifted due to the significant inward investment into the UK market
and that Navigator's Offer fairly and reasonably represents the
future financial prospects of the business.
Accrol conducted a detailed and
in-depth strategic review in 2022 (concluding in January 2023)
("Strategic Review"), where
the primary conclusions were to address the imperative to integrate
paper production and develop market and product strategies to
further expand market presence. The imperative to integrate the
paper production element of the supply chain continues to grow.
Volatility in input costs is exacerbated as a converting-only
business and customer perception with regard to the benefits of
vertical integration continues to harden. It is evident that
integration with an established producer would both reduce the
financial and operational risks of commissioning production as well
as accelerate the business' strategy in terms of market and product
development.
In order to offer greater security
over its supply chain and margin stability, the management team has
developed a business plan to invest in vertical integration via the
development of a new tissue mill facility. The debt profile of
Accrol throughout this period will naturally increase significantly
which potentially creates competing priorities around capital
allocation for shareholders with differing strategic priorities, as
well as heightened costs of borrowing currently prevalent in the
market. Such a development does also carry notable execution,
commissioning and operational risks which require careful
consideration. In addition, some of the
announced tissue mill plans by fully integrated independent groups
also now include their own power plant investments to offer greater
stability over margin following volatility in the energy market in
the recent past. Such power plant investments can deliver notably
lower energy costs but require significant additional investment
which would stretch the Accrol balance sheet further as well as
adding further operational and construction complexity.
As part of the Strategic Review the
business held discussions with a considerable number of strategic
and financial market participants. Some of these discussions
continued in the period after the Strategic Review up until
recently, given the imperatives to develop production and
market-penetration plans.
Discussions with Navigator regarding
a more comprehensive partnership commenced in Q3 2023, as an
alternative to independent integration. In part, this reflected a
subsidiary conclusion of the Strategic Review in respect of the
current management and shareholders' concerns regarding the scale
of investment, the corresponding risks of over-leveraging the
business ahead of the earnings accretion from developing the tissue
mill investment and a general preference for liquidity. These
concerns have led to the management team being open to alternative
solutions as a means to enhancing growth and achieving its
strategic objectives.
Whilst Accrol continues to be well
positioned for continued success as an independent listed entity,
the market is and will continue to change rapidly with significant
pricing pressure for a non-integrated business. Therefore the
Accrol Directors strongly believe that the Offer fairly reflects
the strength of the business today and its future prospects,
providing shareholders with an opportunity to realise their
investment in Accrol, in cash, at an attractive price and a
favourable acquisition multiple.
When the Accrol Directors reviewed
the multiple of 11.9x EV/FY2023A EBITDA and 9.9x EV/LTM EBITDA to a
sample of its closest publicly traded peers, the Offer represents a
premium of approximately 47 per cent. to the average EV/LTM EBITDA
multiple of 6.7x for publicly traded companies across private
label tissue, private label hygiene and other UK companies that
focus on private label products. Also when looking at comparable
transaction multiples in this sector in the last decade, the Offer
represents an attractive premium.
In considering the financial terms of
the Offer, the Accrol Directors have taken into account a number of
factors, including:
·
The goodwill and trusted relationship generated by
Accrol with the largest UK retailers can be further enhanced by
having an owner that is vertically integrated into the
manufacturing of tissue and that has existing established
relationships with retailers in continental Europe, particularly in
the Iberian Peninsula.
·
As stated, the vertical integration into the
manufacturing of tissue paper is part of the core future strategic
objectives identified by the Accrol Directors. These objectives
include margin improvement potential, limited margin volatility and
security of tissue supply. In order to achieve this, the Accrol
Directors believe that building a brand new tissue mill is
required. The construction of such a mill however does include
several financial, commissioning and operational risks that cannot
be ignored by Accrol Directors. Furthermore, Accrol will be
required to raise additional debt financing for the investment.
These risks are eliminated by the Offer and the integrated model of
Navigator in the manufacturing of paper and tissue.
·
The Offer represents an attractive EV/EBITDA
multiple:
·
11.9x using Accrol FY2023A adjusted EBITDA of
£15.6 million; and
·
9.9x using Accrol LTM (last twelve months)
adjusted EBITDA of £18.7 million for the period ended 31 October
2023.
·
As stated above, the Accrol Directors have looked
at the tissue sector Accrol and Navigator operate in when assessing
the Offer. Taking into account relevant acquisitions and publicly
listed private label companies, the Offer represents an attractive
premium and full value for the business.
·
The Offer represents a premium of:
·
11.8 per cent. to the
Closing Price per Accrol Share of 34.0 pence on 21 March 2024
(being the last Business Day before the commencement of the Offer
Period);
·
28.7 per cent. to the Volume Weighted Average
Price per Accrol Share of 29.5 pence for the 6-month period ended
on 21 March 2024; and
·
23.2 per cent. to the Volume Weighted Average
Price per Accrol Share of 30.8 pence for the 12-month period ended
on 21 March 2024.
As a result, after careful
consideration of the value and deliverability of the Offer, the
Accrol Directors believe that the Offer represents a compelling
proposition for Accrol Shareholders to accelerate and de-risk the
potential future value creation, and to realise an immediate and
certain cash exit for their investment at a premium to the
prevailing share price. Fundamentally, remaining as a public
company presents real execution risks via vertical integration in a
significantly more competitive market given recent and planned
investments from competitors. As referred to above,
the management team has held multiple
meetings with industrial players, and similarly with financial
sponsors, over the course of the last 12 months to find the most
appropriate partner for the business and the one who would offer
best value. The management team have concluded that Navigator's Offer represents the best option to
accelerate growth and provide greater certainty of Accrol's
long-term success, and is therefore the best outcome for Accrol
Shareholders.
In addition, the Accrol Directors
have also spent considerable time reviewing Navigator's intentions
regarding the conduct of Accrol under their ownership, including
the potential impact of Navigator's ownership on the interests of
its other stakeholders including Accrol's employees, and are
confident that Navigator will protect stakeholder interests
appropriately.
Bases of calculation and sources of
information
In this Announcement, unless
otherwise stated, or the context otherwise requires, the following
bases and sources have been used:
·
The fully diluted equity value of Accrol has been
calculated as being approximately £127.5 million on the basis of a
fully diluted issued ordinary share capital of 335,444,589 Accrol
Shares, being:
(a) 318,878,097 Accrol Shares
in issue as at the Last Practicable Date; plus
(b) 16,566,492 Accrol Shares
to be issued on the expected exercise of options granted or
expected to be granted under the Accrol LTIP on the exercise of
options under the Accrol LTIP,
(excluding the Warrants (as the
outstanding Warrants are to be surrendered by the Warrant Holder
and cancelled upon the Offer becoming Effective)).
·
The enterprise value of Accrol has been calculated
as being approximately £184.8 million on the basis of:
(a) Accrol's fully diluted
equity value of approximately £127.5 million (as calculated above);
plus
(b) Accrol's net debt of
approximately £57.4 million calculated as per note 9 of Accrol's
interim results for the 6 months ended 31 October 2023 published by
Accrol on 30 January 2024. This includes: total borrowing
(excluding finance fees); less: lease receivables; less: cash and
cash equivalents.
·
Accrol's LTM (last twelve months) adjusted EBITDA
of £18.7 million for the period ended 31 October 2023 has been
calculated by reference to Accrol's adjusted EBITDA of £15.6
million (as published in its audited consolidated accounts for the
12 months ended 30 April 2023) less Accrol's adjusted EBITDA of
£7.1 million (as published in its interim results for the 6 months
ended 31 October 2022) plus Accrol's adjusted EBITDA of £10.2
million (as published in its interim results for the 6 months ended
31 October 2023).
·
The premia calculations to the price per Accrol
Share used in this document have been calculated by reference
to:
(a) the Closing Price on 21
March 2024 (being the last Business Day before the commencement of
the Offer Period) of 34.0 pence per Accrol Share;
(b) the Volume Weighted
Average Price of 29.5 pence per Accrol Share during the 6-month
period ended on the last Business Day before the commencement of
the Offer Period); and
(c) the Volume Weighted
Average Price of 30.8 pence per Accrol Share during the 12-month
period ended on the last Business Day before the commencement of
the Offer Period).
·
Unless otherwise stated, the financial information
of Accrol is extracted (without material adjustment) from the
annual report and audited accounts of the Accrol for the 12 months
ended 30 April 2023).
·
Certain figures included in this Announcement have
been subject to rounding adjustments.
Recommendation
The Accrol Directors, who have been
so advised by Stifel as to the financial terms of the Offer,
consider the terms of the Offer to be fair and reasonable. In
providing their advice to the Accrol Directors, Stifel has taken
into account the commercial assessments of the Accrol Directors.
Stifel is providing independent financial advice to the Accrol
Directors for the purposes of Rule 3 of the Code.
Accordingly, the Accrol Directors recommend unanimously that
Scheme Shareholders vote in favour (or procure votes in favour) of
the Scheme at the Court Meeting and that Accrol Shareholders vote
in favour (or procure votes in favour) of the Resolution at
the General Meeting, as the Accrol Directors who hold Accrol Shares
have irrevocably undertaken to do (or procure to be done) in
respect of their own (and their connected persons) interests in
Accrol Shares, amounting, in aggregate to 17,124,230 Accrol Shares
(representing, in aggregate, approximately 5.4 per cent. of
the issued share capital of Accrol as at the Last Practicable
Date).
In addition to the irrevocable
undertakings given by the Accrol Directors, Bidco has also received
an irrevocable undertaking to vote (or
procure the voting) in favour of the Scheme at the Court Meeting
and the Resolution at the General Meeting from Lombard Odier Asset
Management (Europe) Limited in respect of 91,403,124 Accrol Shares,
in aggregate, representing approximately 28.7 per cent. of Accrol's
issued share capital as at the Last Practicable Date. In aggregate
therefore, Bidco has received irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the Resolution at the
General Meeting from the holders of 108,527,354 Accrol Shares in
total, representing approximately 34.0 per cent. of Accrol's issued
share capital as at the Last Practicable Date.
Notices of the Court Meeting and
General Meeting and Action to be taken
As described in the Scheme Document,
in order to become Effective the Scheme will require, among other
things, that the requisite majority of (i) eligible Scheme
Shareholders vote in favour of the Scheme at the Court Meeting; and
(ii) eligible Accrol Shareholders vote in favour of the Resolution
at the General Meeting. The Scheme is also subject to the
satisfaction or waiver of the other Conditions and further terms as
described more fully in the Scheme Document.
The Court Meeting and the General
Meeting to approve the Scheme (and the steps contemplated by the
Scheme) are scheduled to be held at 11:00 am and 11:15 am (or as
soon thereafter as the Court Meeting concludes or is adjourned)
respectively, each on 15 May 2024 at the offices of Addleshaw
Goddard LLP at One St Peter's Square, Manchester, M2
3DE.
Subject to approval at the Meetings,
Court approval and the satisfaction or waiver of the other
Conditions set out in further detail in the Scheme Document, the
Scheme is expected to become Effective on or around 24 May
2024.
Shareholders of Accrol are asked to
submit proxy appointments and instructions for the Court Meeting
and the General Meeting as soon as possible, using any of the
methods described in the Scheme Document (by post, online or
electronically through CREST). Shareholders of Accrol are also
strongly encouraged to appoint "the chairman of the meeting" as
their proxy.
It is important that, for the Court
Meeting in particular, as many votes as possible are cast so that
the Court may be satisfied that there is a fair representation of
Scheme Shareholders (as that term is defined in the Scheme
Document) opinion. Therefore,
Scheme Shareholders are strongly urged to sign and return both of
their Forms of Proxy (by post, online or electronically through
CREST).
Any changes to the arrangements for
the either the Court Meeting or General Meeting will be
communicated to shareholders of Accrol beforehand, through Accrol's
website at
https://www.accrol.co.uk/investors
/recommended-offer-for-accrol-group-holdings-plc/
and by announcement through a Regulatory
Information Service.
Timetable
The Scheme Document contains an
expected timetable of principal events relating to the Scheme,
which is also set out in the Appendix to this Announcement. Subject
to obtaining the approval of the requisite majority of eligible
Scheme Shareholders at the Court Meeting, the requisite majority of
Accrol Shareholders at the General Meeting and the satisfaction or
waiver of the other Conditions set out in the Scheme Document,
including the approval of the Court, it is currently expected that
the Effective Date will be 24 May 2024.
Cancellation of admission to
trading
If the Scheme is sanctioned as
outlined above, the last day of dealings in, and for registration
of transfers of, Accrol Shares is expected to be 23 May 2024 (being
the Business Day immediately before the Effective Date), following
which Accrol Shares will be suspended from trading on AIM with
effect from 7:30 a.m. on the Effective Date.
Accrol intends that, prior to the
Scheme becoming Effective, an application will be made to the
London Stock Exchange for the cancellation of the admission to
trading of the Accrol Shares on AIM with effect from shortly after
the Effective Date.
Information for Accrol
Shareholders
In accordance with Rule 26.1 of the
Takeover Code, copies of this Announcement and the Scheme Document
will be available on Accrol's website at
https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc/
and on Navigator's website at
https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc
by no later than 12 noon on the business day
following this Announcement, up to an including the Effective Date.
For the avoidance of doubt, the contents of these websites are not
incorporated by reference and no not form part of this
Announcement.
For information purposes only, the
Scheme Document will also be sent, or made available to, to
participants in the Accrol LTIP and persons with information
rights.
A copy of the Scheme Document will
also be submitted to the National Storage Mechanism, where it will
be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Shareholder helpline
If shareholders of Accrol have any
questions about this Announcement, the Scheme Document, the Court
Meeting or the General Meeting, or are in doubt about the procedure
for completing and returning of the Forms of Proxy or how to
appoint a proxy through the CREST electronic proxy appointment
service or otherwise, please contact Link Group, Accrol's
Registrar, on +44 (0) 371 664 0321. Lines are open from 9:00 a.m.
to 5:30 p.m. Monday to Friday (excluding English and Welsh public
holidays). Calls to these numbers from outside the UK will be
charged at international rates. Different charges may apply to
calls made from mobile telephones. Calls may be recorded and
randomly monitored for security and training purposes. Please note
that Link Group cannot provide legal, tax or financial
advice.
The person responsible for arranging
the release of this Announcement on behalf of Accrol is Gareth
Jenkins.
Enquiries:
Bidco
|
+(351) 219 017 411
|
Fernando Araújo, Executive Board
Member
|
|
António Neto Alves, General
Counsel
|
|
|
|
Rothschild & Co (Financial adviser to
Bidco)
|
+44 (0) 207 280 5000
|
Stuart Vincent
Joe Boyd-Morritt
|
|
|
|
Accrol
|
|
Daniel Wright, Executive
Chairman
Gareth Jenkins, Chief Executive
Officer
|
|
Christopher Welsh, Chief Financial
Officer
|
|
|
|
Stifel (Rule 3 adviser and lead financial adviser to
Accrol)
|
+44 (0) 207 710 7600
|
Celedonio Moncayo / Henry
Newbould
|
|
Nick Harland / Richard
Short
|
|
Zeus (Joint financial adviser and
nominated adviser to Accrol)
|
+44 (0) 161 831 1512
|
Dan Bate / Jordan
Warburton
|
|
Belvedere Communications Limited (Financial PR adviser to
Accrol)
|
+44 (0) 7715 769 078
|
Cat Valentine
Keeley Clarke
|
|
Eversheds Sutherland (International)
LLP is retained as legal adviser to the Wider Navigator
Group.
Addleshaw Goddard LLP is retained as
legal adviser to Accrol.
Important Notices Relating to
Financial Advisers
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for the Wider Navigator Group
and no one else in connection with the matters set out in
this Announcement and will not regard any other person as its
client in relation to the matters in this Announcement and will not
be responsible to anyone other than Wider Navigator Group for
providing the protections afforded to clients of Rothschild &
Co nor for providing advice in relation to any matter referred to
in this Announcement or any transaction or arrangement referred to
herein. 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, any transaction or arrangement referred
to herein, or otherwise.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as Rule 3 adviser and lead financial adviser
for Accrol and for no one else in connection with the matters set
out or referred to in this Announcement and will not be responsible
to anyone other than Accrol for providing the protections offered
to clients of Stifel nor for providing advice in relation to the
matters set out or referred to in this Announcement. Neither Stifel
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 Stifel in connection with this Announcement, any
matter or statement set out or referred to herein or
otherwise.
Zeus Capital Limited ("Zeus"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
as joint financial adviser and nominated adviser for Accrol and for
no one else in connection with the Offer and/or any other matter
referred to in this Announcement and will not be responsible to
anyone other than Accrol for providing the protections afforded to
its clients or for providing advice in relation to the Offer, the
contents of this Announcement, or any other matters referred to in
this Announcement. Neither Zeus nor any of its subsidiaries,
affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Zeus in connection with this
Announcement, any statement or other matter or arrangement referred
to herein or otherwise.
Further Information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
or invitation to purchase, otherwise acquire, subscribe for,
exchange, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise.
The Offer will be subject to English law and to the applicable
requirements of the Code, the Panel, the AIM Rules, the London
Stock Exchange and the FCA.
The Offer will be made solely by the Scheme Document (or, in
the event that the Offer is to be implemented by means of a
Takeover Offer, the Offer Document), which will contain the full
terms and conditions of the Offer, including details of how to vote
in respect of the Scheme. Any voting decision or response in
relation to the Offer should be made solely on the basis of the
Scheme Document. Accrol Shareholders are advised to read the formal
documentation in relation to the Offer carefully once it has been
published. Each Accrol Shareholder is urged to consult their
independent professional adviser regarding the tax consequences of
the Offer.
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
If
you are in any doubt about the contents of this Announcement or the
action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or from an independent
financial adviser duly authorised under the FSMA.
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. In particular, the ability of persons who
are not resident in the United Kingdom or who are subject to the
laws of another jurisdiction to vote their Accrol Shares in respect
of the Scheme at the Court Meeting or the General Meeting, or to
execute and deliver Forms of Proxy appointing another to vote at
the Court Meeting or the General Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located or to which they are subject. Any failure to comply
with applicable legal or regulatory requirements of any
jurisdiction may constitute a violation of securities laws or
regulations in that jurisdiction. To the fullest extent permitted
by applicable law or regulations, the companies and persons
involved in the Offer disclaim any responsibility or liability for
the violation of such restrictions by any person.
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 England.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Offer will not
be made, directly or indirectly, in or into or by use of the mails
or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign
commerce of, or any facility of a national, state or other
securities exchange of, a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and the Offer will not
be capable of acceptance by any such use, means, instrumentality or
facility or from within a Restricted Jurisdiction if to do so would
constitute a violation of the laws in that jurisdiction.
Accordingly, 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 or any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of acceptance of the
Offer.
Further details in relation to Accrol Shareholders in overseas
jurisdictions can be found in the Scheme
Document.
Notice to U.S. Investors in
Accrol
The Offer relates to the shares of a company registered under
the laws of England and Wales and is being made by way of a scheme
of arrangement provided for under Part 26 of the Companies Act. The
Offer, implemented by way of a scheme of arrangement, is not
subject to the tender offer rules or the proxy solicitation rules
under the U.S. Exchange Act. Accordingly, the Offer is subject to
the disclosure requirements and practices applicable to a scheme of
arrangement involving a target company in England with its
securities admitted to trading on the London Stock Exchange, which
differ from the disclosure requirements of U.S. tender offer and
proxy solicitation rules. If, in the future, Bidco exercises its
right to implement the Offer by way of a Takeover Offer and
determines to extend the Takeover Offer into the United States, the
Offer will be made in compliance with applicable U.S. laws and
regulations including Sections 14(d) and 14(e) of the U.S. Exchange
Act and Regulations 14D and 14E thereunder. Such a Takeover Offer
would be made in the United States by Bidco and no one
else.
The financial information included in this Announcement has
been prepared in accordance with accounting standards applicable in
the United Kingdom and thus may not be comparable to financial
information of U.S. companies or companies whose financial
statements are prepared in accordance with U.S. generally accepted
accounting principles. None of the financial information in this
Announcement has been audited in accordance with auditing standards
generally accepted in the United States or the auditing standards
of the Public Company Accounting Oversight Board (United
States).
It
may be difficult for U.S. Accrol Shareholders to enforce their
rights and any claim arising out of the U.S. federal securities
laws or the laws of any state or other jurisdiction in the United
States in connection with the Offer, because Accrol is located in a
non-U.S. country, and some or all of its officers and directors may
be residents of a non-U.S. country. U.S. Accrol Shareholders may
not be able to sue a non-U.S. company or its officers or directors
in a non-U.S. court for violations of the U.S. federal securities
laws or the laws of any state or other jurisdictions in the United
States. Further, it may be difficult to compel a non-U.S. company
and its affiliates to subject themselves to a U.S. court's
jurisdiction or judgment.
U.S. Accrol Shareholders also should be aware that the Offer
may have tax consequences in the United States and that such
consequences, if any, are not described herein. U.S. Accrol
Shareholders are urged to consult with legal, tax and financial
advisers in connection with making a decision regarding the
Offer.
Forward-looking
Statements
This Announcement (including any information incorporated by
reference in this Announcement), oral statements made regarding the
Offer, and other information published by Navigator, Bidco or
Accrol contain statements which are, or may be deemed to be,
"forward-looking statements" with respect to Navigator, Bidco,
Accrol and the Enlarged Navigator Group. 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", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "aim", "will",
"may", "would", "could" or "should" or other words of similar
meaning or the negative thereof. Forward-looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, economic performance, synergies,
financial conditions, market growth, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of the operations of the Navigator Group or
the Accrol Group; and (iii) the effects of government regulation on
the business of the Navigator Group or the Accrol Group. There are
many factors which could cause actual results to differ materially
from those expressed or implied in forward-looking statements.
Among such factors are the satisfaction (or, where permitted,
waiver) of the Conditions as well as additional factors, such as
domestic and global business and economic conditions; the impact of
pandemics, asset prices; market-related risks such as fluctuations
in interest rates and exchange rates, industry trends, competition,
changes in government and regulation, changes in the policies and
actions of governments and/or regulatory authorities (including
changes related to capital and tax), changes in political and
economic stability (including exposures to terrorist activities,
the UK's exit from the European Union, Eurozone instability, the
Russia-Ukraine conflict), disruption in business operations due to
reorganisation activities, interest rate, inflation, deflation and
currency fluctuations, the timing impact and other uncertainties of
future or planned acquisitions or disposals or offers, the
inability of the Enlarged Navigator Group to realise successfully
any anticipated synergy benefits when the Offer is implemented
(including changes to the board and/or employee composition of the
Enlarged Navigator Group), the inability of the Navigator Group to
integrate successfully the Accrol Group's operations and programmes
when the Offer is implemented, the Enlarged Navigator Group
incurring and/or experiencing unanticipated costs and/or delays
(including IT system failures, cyber-crime, fraud and pension
scheme liabilities), or difficulties relating to the Offer when the
Offer is implemented. Other unknown or unpredictable factors could
affect future operations and/or 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.
These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the
future. By their nature, these forward-looking statements involve
known and unknown risks and uncertainties (and other factors that
are in many cases beyond the control of Accrol, Navigator and/or
Bidco) because they relate to events and depend on circumstances
that will occur in the future. The factors described in the context
of such forward-looking statements in this Announcement may cause
the actual results, performance or achievements of any such person,
or industry results and developments, to be materially different
from any results, performance or achievements expressed or implied
by such forward-looking statements. No assurance can be given that
such expectations will prove to have been correct and persons
reading this Announcement are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only
as at the date of this Announcement. None of the Navigator Group
nor Accrol Group, nor any of their respective associates or
directors, officers or advisers, provide any representation,
warranty, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this
Announcement will actually occur. All subsequent oral or written
forward-looking statements attributable to Navigator, Bidco or
Accrol or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statements contained
or referred to in this section. Other than in accordance with their
legal or regulatory obligations (including under the Code, MAR and
the AIM Rules), neither of Navigator, Bidco nor Accrol is under or
undertakes any obligation, and each of the foregoing expressly
disclaims any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
No Profit Forecasts, Estimates or
Quantified Financial Benefits Statements
No
statement in this Announcement is intended, or is to be construed,
as a profit forecast or estimate for any period or a quantified
financial benefits statement and no statement in this Announcement
should be interpreted to mean that earnings or earnings per
ordinary share, for Navigator, Bidco or Accrol, respectively for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per ordinary
share for Navigator, Bidco or Accrol,
respectively.
Right to Switch to a Takeover
Offer
Bidco reserves the right to elect, with the consent of the
Panel, to implement the Offer by way of a Takeover Offer for the
entire issued and to be issued share capital of Accrol as an
alternative to the Scheme. In such an event, the Takeover Offer
will be implemented on the same terms or, if Bidco so decides, on
such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to
the Scheme and subject to the amendment referred to in paragraph 2
of Part C of the Scheme Document.
Electronic Communication -
Information Relating to Accrol Shareholders
Addresses, electronic addresses and certain other information
provided by Accrol Shareholders, persons with information rights
and other relevant persons for the receipt of communications from
Accrol may be provided to Bidco during the Offer Period as required
under Section 4 of Appendix 4 of the Code to comply with Rule
2.11(c) of the Code.
Publication on Website
A
copy of this Announcement shall be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Accrol's and Navigator's websites, free of
charge, at
https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc
and
https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc
and by no later
than 12 noon (London time) on the Business Day following the date
of this Announcement.
For the avoidance of doubt, 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.
Hard Copy Documents
In
accordance with Rule 30.3 of the Code, Accrol Shareholders, persons
with information rights and participants in the Accrol Share
Schemes may request a hard copy of this Announcement by contacting
Accrol's registrar, Link Group, on +44 (0) 371 664 0300. Calls are
charged at the standard geographic rate and will vary by provider.
Calls from outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. to 5.30 p.m. (London time), Monday to Friday excluding for
public holidays in England and Wales. 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. For persons who receive a
copy of this Announcement in electronic form or via a website
notification, a hard copy of this Announcement will not be sent
unless so requested. Such persons may, subject to applicable
securities laws, also request that all future documents,
announcements and information be sent to them in relation to the
Offer in hard copy form.
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.
Disclosure Requirements of the
Code
Under Rule 8.3(a) of the 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) of the Code applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day (as
defined in the Code) 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 (as defined in the Code) 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 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(s), 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 (as defined
in the Code) 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.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable
is based on Accrol and Bidco's current expected dates for the
implementation of the Scheme and is subject to change. If any of
the dates and/or times in this expected timetable change, the
revised dates and/or times will be notified to Accrol Shareholders
by announcement through the Regulatory Information Service of the
London Stock Exchange.
Event
|
Time and/or date (2024)
(1)
|
Publication of the Scheme
Document
|
17
April
|
Latest time for lodging Forms of Proxy for
the:
Court Meeting (BLUE Form of Proxy)
General Meeting (WHITE Form of Proxy)
|
11.00 a.m.
on 13 May (2)
11.15 a.m.
on 13 May (3)
|
Voting Record Time for the Court
Meeting and the General Meeting
|
6.00 p.m.
on 13 May (4)
|
Court Meeting
|
11.00 a.m.
on 15 May
|
General Meeting
|
11.15 a.m.
on 15 May (5)
|
The
following dates are indicative only and are subject to change
(6)
|
|
Court Sanction Hearing
|
22
May
|
Last day of dealings in, and for
registration of transfers of, and disablement in CREST of, Accrol
Shares
|
23
May
|
Scheme Record Time
|
6.00 p.m.
on 23 May
|
Dealings in Accrol Shares
suspended
|
at or
around 7.30 a.m. on 24 May
|
Effective Date of the Scheme
|
24 May
(7)
|
Cancellation of admission of Accrol
Shares to trading on AIM
|
by no
later than 8.00 a.m. on 28 May
|
Latest date for despatch of cheques
and crediting of CREST for Consideration due under the
Scheme
|
7
June
|
Long Stop Date
|
30 June
(8)
|
The dates and times given are
indicative only and are based on Accrol's and Navigator UK's
current expectations and may be subject to change. If any of the
expected times and/or dates above change (a) the revised times
and/or dates will be notified to Accrol Shareholders by
announcement through a Regulatory Information Service, with such
announcement being made available on Accrol's website at
https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc/
and on Navigator's website at
https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc
and (b) if required by the Panel, Accrol will send
notice of the change(s) to Accrol Shareholders and, for information
only to Accrol Share Scheme Participants.
Notes:
(1) All references
in this Announcement to times are to London time unless otherwise
stated.
(2) It is
requested that BLUE Forms of Proxy for the Court Meeting be lodged
no later than 48 hours (excluding any part of such 48-hour period
that is not a Business Day) before the time and date set for the
Court Meeting. A copy of a completed and signed BLUE Form of Proxy
not so lodged may be handed to the chairman of the Court Meeting at
any time before the time that the Court Meeting is due to commence
and will still be valid.
(3) WHITE Forms of
Proxy for the General Meeting must be lodged no later than 48 hours
(excluding any part of such 48-hour period that is not a Business
Day) before the time and date set for the General Meeting. WHITE
Forms of Proxy for the General Meeting not lodged by this time will
be invalid.
(4) If either the
Court Meeting or the General Meeting is adjourned, the Voting
Record Time for the relevant adjourned Meeting will be 6.00 p.m. on
the date falling two Business Days before the date of the adjourned
Meeting.
(5) The General
Meeting will commence at 11.15 a.m. or as soon thereafter as the
Court Meeting shall have concluded or been adjourned.
(6) These dates
and times are indicative only and will depend, among other things,
on the date upon which: (i) the Conditions are satisfied or (if
capable of waiver) waived; (ii) the Court sanctions the Scheme; and
(iii) a copy of the Court Order is delivered to the Registrar of
Companies for registration.
(7) Following
sanction of the Scheme by the Court, the Scheme will become
Effective in accordance with its terms upon a copy of the Court
Order being delivered to the Registrar of Companies for
registration. This is presently expected to occur on the second
Business Day following the date of the Court Sanction Hearing,
subject to satisfaction or (where capable of waiver) waiver of the
Conditions.
(8) This is the
latest date by which the Scheme may become Effective unless
Navigator UK and Accrol agree (and the Panel and, if required, the
Court permit) a later date or if the Panel requires an extension to
the Long Stop Date pending final determination of an issue under
section 3(g) of Appendix 7 to the Takeover Code.