TIDMCPP
RNS Number : 5230C
CPPGroup Plc
17 April 2013
17 April 2013
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 THAT
JURISDICTION
This announcement is noT an announcement of a firm intention to
make an offer under rule 2.7 of the City Code on Takeovers and
Mergers (the "Code") and there can be no certainty that an offer
will be made, nor as to the terms on which any offer will be
made
Possible offer for CPPGroup Plc
CPPGroup Plc ("CPP" or the "Group") has today announced the
proposed disposal of CPP's North American business to AMT Warranty
Corp. (the "Disposal") and will in due course publish a circular
setting out further details of the Disposal and seek the requisite
shareholder approvals in connection with the same. CPP has also
today announced the extension and amendment of the Group's
multicurrency revolving facility ("the Amended Facility") which
will mature on 30(th) September 2013.
As a result of the difficult financial situation of the Group,
CPP has explored a number of options and has engaged in discussions
with the Group's existing lenders, Barclays Bank PLC, The Royal
Bank of Scotland plc and Santander UK (the "Lenders"), Mr Hamish
Macgregor Ogston CBE and others concerning the financing
requirements of the Group. These discussions led to a request being
made to the Lenders and Mr Hamish Macgregor Ogston CBE to consider
whether they would be willing to provide a refinancing solution for
the Group. In response to such request, Mr Hamish Macgregor Ogston
CBE indicated that he would, subject to certain pre-conditions and
limitations, be willing to participate with the Lenders, in a
refinancing of the Group (the "Potential Financing Arrangements").
The pre-conditions to Mr Hamish Macgregor Ogston CBE's willingness
to participate in any Potential Financing Arrangements include:
-- completion of the Disposal in accordance with its terms,
resulting in net proceeds to the Group of not less than GBP20
million;
-- receipt by Mr Hamish Macgregor Ogston CBE of irrevocable
undertakings to accept any such offer as may be made by Mr Hamish
Macgregor Ogston CBE for the entire issued and to be issued share
capital of CPP, other than those shares in which he is already
interested for the purposes of the Code, from shareholders
representing such number of shares which, when aggregated with his
own interests, would amount to at least 75 per cent. of the issued
ordinary shares in CPP, such that if any offer is made and is
successful, Mr Hamish Macgregor Ogston CBE would be able to cancel
CPP's listing on the Official List. Mr Hamish Macgregor Ogston CBE
is currently interested in approximately 57.15 per cent. of the
entire issued share capital of CPP, therefore he will currently
require irrevocable undertakings in respect of at least 17.85 per
cent. of the entire issued share capital of CPP for the
satisfaction of this pre-condition;
-- the Board of CPP (other than Mr Hamish Macgregor Ogston CBE)
agreeing to recommend any such offer as may be made by Mr Hamish
Macgregor Ogston CBE for the entire issued and to be issued share
capital of CPP, other than those shares in which he is already
interested for the purposes of the Code;
-- Mr Hamish Macgregor Ogston CBE obtaining any necessary
approvals, in terms satisfactory to him, of the Financial Conduct
Authority in connection with the implementation of any such offer
as may be made by Mr Hamish Macgregor Ogston CBE for the entire
issued and to be issued share capital of CPP, other than those
shares in which he is already interested for the purposes of the
Code;
-- Mr Hamish Macgregor Ogston CBE undertaking and completing due
diligence on the Group that is satisfactory to him;
-- new credit arrangements for the Group with a three year term
being agreed between the Group, Mr Hamish Macgregor Ogston CBE and
the Lenders, which are appropriate for the needs of the Group
having regard to its financing requirements, and including security
arrangements satisfactory to Mr Hamish Macgregor Ogston CBE in
support thereof, including "ring-fencing" certain parts of the
Group as part of enhanced contingency planning; and
-- Mr David Sugden agreeing to accept appointment as (and being
appointed as) a director and chairman of the company that will be
the holding company of CPP following completion of such offer by Mr
Hamish Macgregor Ogston CBE, should one be made.
Mr Hamish Macgregor Ogston CBE has further indicated that if he
were to make an offer for the entire issued and to be issued share
capital of CPP, other than those shares in which he is already
interested for the purposes of the Code, once the pre-conditions to
the Potential Financing Arrangements set out above are satisfied or
waived by Mr Hamish Macgregor Ogston CBE and he is willing to
participate in the Potential Financing Arrangements his current
intention would be for any such offer to be at an indicative price
of 1 pence per share in cash (the "Possible Offer").
Since the date of Mr Hamish Macgregor Ogston CBE's initial
indication of willingness to participate in the Potential Financing
Arrangements, the Group's financial circumstances have changed such
that the Group will require a greater amount for its working
capital purposes than is currently available under the Amended
Facility or was originally anticipated may be made available under
the Potential Financing Arrangements by the Lenders and Mr Hamish
Macgregor Ogston CBE. Further discussions will therefore be
required with the Lenders and Mr Hamish Macgregor Ogston CBE in
relation to such Potential Financing Arrangements and the Possible
Offer.
The Possible Offer does not constitute a binding commitment by
Mr Hamish Macgregor Ogston CBE to make an offer. There can be no
certainty that an offer will be made or as to the terms of and
conditions to any such offer, should one be forthcoming.
Mr Hamish Macgregor Ogston CBE has indicated that if an offer is
made and is successful, he intends to cancel CPP's listing from the
Official List as soon as is reasonably practicable.
As previously announced by the Group on 27 March 2013, Mr Hamish
Macgregor Ogston CBE must, in accordance with Rule 2.6(a) of the
Code, clarify his intentions by no later than 5.00pm on 24 April
(or such later date as the Takeover Panel may consent to in
relation to Mr Hamish Macgregor Ogston CBE, at the request of the
Board of CPP), by either announcing a firm intention to make an
offer or that he does not intend to make an offer. The Board of CPP
expects that an extension to this deadline will be required if any
offer is to be made by Mr Hamish Macgregor Ogston CBE and should an
extension to the deadline be requested, the Board of CPP intends
to, absent any significant change in circumstances, agree to such
extension and seek the Takeover Panel's consent to such
extension.
For the purposes of Rule 2.5(a) of the Code, Mr Hamish Macgregor
Ogston CBE reserves the right to:
(i) amend or adjust the terms of the Possible Offer with the
recommendation or consent of the Board of CPP, including to
announce a firm intention to make an offer at a price below 1 pence
per CPP share; and/or
(ii) waive in whole or in part any of the pre-conditions to the
making of an offer referred to above or stipulate additional
pre-conditions.
Mr Hamish Macgregor Ogston CBE has agreed to refrain from
attending and voting at any meeting of the Board convened to
consider or otherwise connected to the Possible Offer, and has
agreed to withdraw from any meeting of the Board where the Possible
Offer or any matter connected with the Possible Offer is to be
discussed. Mr Hamish Macgregor Ogston CBE has further agreed that
he shall not take part in any discussions or votes of the Board in
relation to the recommendation of any offer if made by Mr Hamish
Macgregor Ogston CBE.
The Board will make further announcements as appropriate in due
course.
This announcement has been made with the prior approval and
agreement of Mr Hamish Macgregor Ogston CBE.
Enquiries:
CPPGroup Plc
Paul Stobart, Chief Executive Officer
Shaun Parker, Chief Financial Officer
Tel: +44 (0) 1904 544 372
Helen Spivey, Head of Corporate and Investor Communications
Tel: +44 (0) 1904 544387
Greenhill & Co. International LLP
Anthony Parsons
Hugo Grimston
Tel: +44 (0) 20 7198 7400
Tulchan Communications
John Sunnucks
Martin Robinson
Tel: +44 (0) 20 7353 4200
Further information
Greenhill & Co. International LLP, which is regulated in the
United Kingdom by the Financial Conduct Authority, is acting for
CPPGroup Plc and for no one else in connection with the matters set
out in this announcement and will not be responsible to anyone
other than CPPGroup Plc for providing the protections afforded to
clients of Greenhill & Co. International LLP or for providing
advice in relation to the matters set out in or any other matter
referred to in this announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities, or the solicitation of any
vote or approval in any jurisdiction. Any offer (if made) will be
made solely by certain offer documentation which will contain the
full terms and conditions of any offer (if made). This announcement
has been prepared in accordance with English law and the UK City
Code on Takeovers and Mergers (the "Code") and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside of
the United Kingdom.
The release, distribution or publication of this announcement in
jurisdictions other than the UK may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about and
observe any applicable requirements.
Dealing disclosure requirements
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 paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
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 Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. 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.
Publication of this announcement
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in restricted
jurisdictions on CPPGroup Plc's website.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFDDXGDSXUBBGXL
Cppgroup (LSE:CPP)
Historical Stock Chart
From Jun 2024 to Jul 2024
Cppgroup (LSE:CPP)
Historical Stock Chart
From Jul 2023 to Jul 2024