TIDMCPR
RNS Number : 7355A
Carpetright PLC
23 January 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
Capitalised terms used but not defined in this Announcement have
the meanings set out in the Scheme Document dated 26 November 2019
(the "Scheme Document")
23 January 2020
LEI: 213800GO32BSNNHXID90
Recommended Cash Acquisition of
Carpetright plc
("Carpetright")
by
Meditor Holdings Limited
("MHL") (a company incorporated for this purpose by Meditor
European Master Fund Limited)
Scheme becomes Effective
On 15 November 2019, the boards of Carpetright and MHL announced
that they had reached agreement on the terms of a recommended cash
acquisition pursuant to which MHL would acquire the entire issued
and to be issued ordinary share capital of Carpetright (save for
the Excluded Shares) (the "Acquisition"). The Acquisition is being
implemented by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").
On 21 January 2020, Carpetright and MHL announced that the Court
had sanctioned the Scheme.
Carpetright and MHL are pleased to announce that the Scheme has
now become Effective in accordance with its terms.
Dealings in Carpetright Shares were suspended with effect from
7:30 a.m. (London time) today. Applications have been made to the
UK Listing Authority and the London Stock Exchange in relation to
the delisting of Carpetright Shares from the Official List and the
cancellation of the admission to trading of Carpetright Shares on
the main market for listed securities of the London Stock Exchange,
which are expected to take place at 8:00 a.m. (London time) on 24
January 2020.
Under the terms of the Scheme, holders of Scheme Shares are
entitled to receive five pence for each Scheme Share held at the
Scheme Record Time (6:00 p.m. (London time) on 22 January 2020).
The latest date of despatch of cheques and settlement through CREST
of the consideration in relation to the Acquisition is 6 February
2020.
As the Scheme has now become effective, Carpetright announces
that its non-executive directors, Bob Ivell, Jemima Bird, Pauline
Best and David Clifford, have tendered their resignations and will
step down from the Board effective from today's date.
Full details of the Acquisition are set out in the Scheme
Document.
Carpetright is no longer in an "offer period" as defined in the
Code and accordingly the dealing disclosure requirements previously
notified to Carpetright Shareholders no longer apply.
Enquiries:
Carpetright plc Tel: 01708 802000
Wilf Walsh, Chief Executive Officer
Jeremy Simpson, Chief Financial Officer
Peel Hunt LLP Tel: 020 7418 8900
(Financial Adviser to Carpetright)
Dan Webster
George Sellar
Michael Nicholson
Andrew Clark
Citigate Dewe Rogerson Tel: 020 7638 9571
(Financial PR)
Kevin Smith
Nick Hayns
Important notices relating to financial advisers
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Carpetright and for no one else in connection with the
Acquisition, the contents of this Announcement or any other matter
referred to in this Announcement and will not be responsible to
anyone other than Carpetright for providing the protections
afforded to its clients nor for providing advice in relation to the
Acquisition, the contents of this Announcement or any other matters
referred to in this Announcement.
Further information
This Announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
or the solicitation of any vote or approval in any jurisdiction,
pursuant to the Acquisition or otherwise. The Acquisition shall be
made solely by means of the Scheme Document or any document by
which the Acquisition is made which shall contain the full terms
and Conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any vote in respect of the Scheme or
other response in relation to the Acquisition should be made only
on the basis of the information contained in the Scheme
Document.
This Announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange,
the Listing Rules 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 and
regulations of any jurisdictions outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons into whose
possession this Announcement comes should inform themselves about
and observe such restrictions.
Unless otherwise determined by MHL or required by the 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 Carpetright 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. 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 Code, the Panel, the London Stock Exchange and the Financial
Conduct Authority. Further details in relation to Overseas
Shareholders are contained in paragraph 14 of Part 2 (Explanatory
Statement) of the Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Additional information for US investors
Carpetright Shareholders in the United States should note that
the Acquisition relates to the securities of a UK company and is
proposed to be effected by means of a scheme of arrangement under
English law. This Announcement, the Scheme Document and certain
other documents relating to the Acquisition have been or will be
prepared in accordance with English law, the Code and UK disclosure
requirements, format and style, all of which differ from those in
the United States. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act. Accordingly, the
Acquisition is subject to the disclosure requirements of and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements of the
United States tender offer and proxy solicitation rules. If, in the
future, MHL exercises the right to implement the Acquisition by way
of a Takeover Offer and determines to extend the offer into the
United States, the Acquisition will be made in compliance with
applicable United States laws and regulations, including any
applicable exemptions under the US Exchange Act.
Carpetright's financial statements, and all financial
information that is included in the Scheme Document, or any other
documents relating to the Acquisition, have been or will be
prepared in accordance with International Financial Reporting
Standards or other reporting standards or accounting practice which
may not be comparable to financial statements of companies in the
United States or other companies whose financial statements are
prepared in accordance with US generally accepted accounting
principles.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Carpetright 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 Carpetright Shareholder is urged to consult his
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to that Carpetright
Shareholder.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since MHL and
Carpetright 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 consistent with Rule
14e-5(b) of the US Exchange Act, MHL, certain affiliated companies
and their nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Carpetright
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 or concerning
Meditor Group and/or Carpetright Group contain statements about
Meditor Group and/or Carpetright Group that are or may be deemed to
be forward-looking statements. All statements other than statements
of historical facts included in this Announcement 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
Meditor Group's or Carpetright Group's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of
government regulation on Meditor Group's and/or Carpetright Group's
business.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown 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. These
factors include, but are not limited to, the satisfaction of the
conditions to the Acquisition, as well as additional factors, such
as changes in political and economic conditions, changes in the
level of capital investment, retention of key employees, changes in
customer habits, success of business and operating initiatives and
restructuring objectives, impact of any acquisitions or similar
transactions, changes in customers' strategies and stability,
competitive product and pricing measures, changes in the regulatory
environment, fluctuations of interest and exchange rates, the
outcome of any litigation. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
Announcement. All subsequent oral or written forward-looking
statements attributable to Meditor Group or Carpetright Group or
any of their respective members, directors, officers or employees
or any persons acting on their behalf are expressly qualified in
their entirety by the cautionary statement above. Each member of
Meditor Group and Carpetright Group disclaims any obligation to
update any forward-looking or other statements contained in this
Announcement, except as required by applicable law.
Publication of information on website
A copy of this Announcement, together with all information
incorporated by reference into this Announcement, will be
available, free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on Carpetright's
website at https://www.carpetright.plc.uk/investors/.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Acquisition is
entitled to receive such documents in hard copy form free of
charge. A person may also request that all future documents,
announcements and information in relation to the Acquisition are
sent to them in hard copy form.
A hard copy of this Announcement may be requested by contacting
Carpetright's Registrars, either in writing to The Pavilions,
Bridgwater Road, Bristol BS99 6ZY or by calling the helpline on
(0370) 889 3261 (or +44 (0370) 889 3261 if calling from outside the
UK). Calls outside the UK will be charged at the applicable
international rate. Lines are open between 8.30 a.m. and 5.30 p.m.
Monday to Friday excluding public holidays in England and
Wales.
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
SOABJMMTMTJTBLM
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January 23, 2020 05:41 ET (10:41 GMT)
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