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
07 June 2024
RECOMMENDED
ACQUISITION
of
TClarke plc
("TClarke" or "the
Company")
by
Regent Acquisitions
Limited
("Regent")
to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006
Satisfaction of NSI Act
Scheme Condition
On 16 April 2024, the boards of
directors of Regent and TClarke announced that they have reached
agreement on the terms and conditions of a recommended cash offer
by Regent for the entire issued and to be issued share capital of
TClarke not already held by any member of the Wider Regent Group
(the "Acquisition").
The circular in relation to the
Scheme, including full details of the Acquisition, was published on
2 May 2024 (the "Scheme Document").
Capitalised terms used in this
announcement (the "Announcement") shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document. All
references to times in this Announcement are to London, United
Kingdom.
The Acquisition is subject to the
Conditions set out in Part Three of the Scheme Document, including
obtaining confirmation that no action will be taken under the UK
National Security and Investment Act 2021 in relation to the
Acquisition, as described in paragraph 3 (A) of Part A of Part
Three of the Scheme Document (the "NSIA Condition").The boards of
directors of TClarke and Regent are pleased to confirm that the
NSIA Condition has now been satisfied.
The Acquisition remains subject to
the satisfaction or (where applicable) waiver of the remaining
Conditions and further terms set out in the Scheme Document,
including the Court sanctioning the Scheme at the Court Hearing and
delivery of a copy of the Court Order to the Registrar of
Companies.
The expected timetable of principal
events for the implementation of the Scheme remains as set out in
the Result of Meetings announcement on 29 May 2024. TClarke
will give adequate notice of any change or revision of these
currently expected dates and/or times by issuing an announcement of
the revised dates and/or times through a Regulatory Information
Service, with such announcement being made available on TClarke's
website at www.tclarke.co.uk.
Further announcements will be made
in due course.
-ends-
For further information
contact:
TClarke plc
Mark Lawrence, Group Chief
Executive
Trevor Mitchell, Finance
Director
Tel: 020 7997 7400
www.tclarke.co.uk
Cavendish Capital Markets Limited (Sole Financial Adviser,
Rule 3 Adviser and Corporate Broker)
Ben Jeynes, Hamish Waller
Tel: 020 7220 0500
www.cavendish.com
SPARK Advisory Partners Limited
(Financial Adviser to Regent)
Matt Davis
James Keeshan
Adam Dawes
Tel: 020 3368 3550
RMS Partners
Simon Courtenay
Tel: 020 3735 6551
Simmons & Simmons LLP is acting
as legal adviser to Regent.
Pinsent Masons LLP is acting as
legal adviser to the Company.
IMPORTANT NOTICES
Cavendish Capital Markets Limited
("Cavendish"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as financial adviser to TClarke and no one else in
connection with the matters described in this Announcement and will
not be responsible to anyone other than TClarke for providing the
protections offered to clients of Cavendish or for providing advice
in connection with any matter referred to in this Announcement.
Neither Cavendish nor any of its affiliates (nor their respective
directors, officers, employees or agents) 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 Cavendish in connection with this
Announcement, any statement contained herein, the Acquisition or
otherwise. No representation or warranty, express or implied, is
made by Cavendish as to the contents of this
Announcement.
SPARK Advisory Partners Limited
("SPARK"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as financial adviser to Regent and no-one else in connection
with the matters described in this Announcement and will not be
responsible to anyone other than Regent for providing the
protections afforded to clients of SPARK or for providing advice in
connection with the matters referred to in this Announcement.
Neither SPARK nor any of its affiliates (nor their respective
directors, officers, employees or agents) 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 SPARK in connection with this
Announcement, any statement contained herein, the Acquisition or
otherwise. No representation or warranty, express or implied, is
made by SPARK as to the contents of this Announcement.
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 in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the takeover offer
document) which will 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 (or in the event that
the Acquisition is to be implemented by means of a Takeover Offer,
the takeover offer document).
This Announcement has been prepared
in connection with proposals in relation to a scheme of arrangement
pursuant to and for the purpose of complying with English law, the
Code, the Listing Rules and the Market Abuse Regulation 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. Nothing
in this Announcement should be relied on for any other
purpose.
This Announcement does not
constitute a prospectus or prospectus equivalent
document.
INSIDE INFORMATION
This Announcement contains inside
information as stipulated under the Market Abuse Regulation no
596/2014 (incorporated into UK law by virtue of the European Union
(Withdrawal) Act 2018 as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019). Upon the publication of
this Announcement via a Regulatory Information Service, this inside
information is now considered to be in the public
domain.
OVERSEAS SHAREHOLDERS
The release, publication or
distribution of this Announcement in, into or from jurisdictions
other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable legal or regulatory
requirements. Unless otherwise determined by Regent or required by
the Code, and permitted by applicable law and regulation, the
Acquisition will not be made, in whole or in part, directly or
indirectly, in or into or from a Restricted Jurisdiction where to
do so would constitute a violation of the relevant laws or
regulations of such jurisdiction and no person may vote in favour
of the Acquisition by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do
so would constitute a violation of the laws of that jurisdiction.
Copies of this Announcement and any formal documentation relation
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it in or into or
from any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made directly or indirectly, in or into, or by the
use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or
facilities.
The availability of the Acquisition
to TClarke Shareholders who are not resident in and citizens of the
United Kingdom may be affected by the laws of the relevant
jurisdiction in which they are located or of which they are a
citizen. Persons who are not resident in the United Kingdom should
inform themselves of, and observe any applicable legal or
regulatory requirements of their jurisdictions. Any person
(including, without limitation, nominees, trustees and custodians)
who would, or otherwise intends to, forward this Announcement, the
Scheme Document or any accompanying document to any jurisdiction
outside the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action. In
particular, the ability of persons who are not resident in the
United Kingdom to vote their TClarke Shares at the Court Meeting or
the General Meeting, or to execute and deliver Forms of Proxy
appointing another to vote their TClarke Shares in respect of the
Court Meeting or the General Meeting on their behalf, may be
affected by the laws of the relevant jurisdiction in which they are
located. Any failure to comply with the applicable legal or
regulatory requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
The Acquisition will be subject to
English law and the jurisdiction of the Court, and the applicable
requirements of the Takeover Code, the Takeover Panel, the FCA, the
London Stock Exchange (including pursuant to the Listing Rules) and
the Registrar of Companies.
NOTICE TO US INVESTORS IN
TCLARKE
The Acquisition relates to the
securities of an English 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 Securities Exchange Act of 1934, as
amended (the "US Exchange
Act"). Accordingly, the Acquisition is subject to the
procedural and disclosure requirements of and practices applicable
in the UK to schemes of arrangement, which differ from the
procedural and disclosure requirements of the United States tender
offer and proxy solicitation rules. However, if Regent elects to
implement the Acquisition by way of a Takeover Offer and determines
to extend the offer into the United States, the Takeover Offer will
be made in compliance with applicable United States laws and
regulations, including, without limitation and to the extent
applicable, under section 14(e) of the US Exchange Act and
Regulation 14E thereunder, as well as the US Securities Act of
1933, as amended.
Financial statements, and all
financial information that is included in this Announcement or that
may be 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 generally accepted accounting principles in the
United States.
The receipt of cash by a US holder
of TClarke Shares as consideration for the transfer of its Scheme
Shares pursuant to the Scheme may 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 TClarke Shareholder (including US holders) is urged to
consult its independent professional adviser immediately regarding
the tax consequences of the Acquisition applicable to
them.
It may be difficult for US holders
of TClarke Shares to enforce their rights and claims arising out of
the US federal securities laws, since Regent and TClarke are
located in countries other than the United States, and some of
their officers and directors may be residents of countries other
than the United States. US holders of TClarke Shares may have
difficulty effecting service of process within the United States
upon those persons or recovering against judgments of US courts,
including judgments based upon the civil liability provisions of
the US federal securities laws. US holders of TClarke Shares 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,
Regent, certain affiliated companies and their nominees or brokers
(acting as agents) may make certain purchases of, or arrangements
to purchase, shares in TClarke outside of the US, other than
pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective in accordance with its
terms, lapses or is otherwise withdrawn. If such purchases or
arrangements to purchase were to be made, they would be made
outside the United States and would comply with applicable law,
including the US Exchange Act. These purchases could occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any information about such purchases or
arrangements to purchase will be disclosed as required in the UK,
will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website
at www.londonstockexchange.com.
This Announcement does not
constitute or form a part of any offer to sell or issue, or any
solicitation of any offer to purchase, subscribe for or otherwise
acquire, any securities in the United States.
Neither the US Securities and
Exchange Commission nor any securities commission of any state or
other jurisdiction of the United States has approved the
Acquisition, passed upon the fairness of the Acquisition, or passed
upon the adequacy or accuracy of this Announcement. Any
representation to the contrary is a criminal offence in the United
States.
FORWARD LOOKING
STATEMENTS
This Announcement (including
information incorporated by reference in this Announcement), oral
statements made regarding the Acquisition, and other information
published by TClarke and Regent may contain certain statements
which are, or may be deemed to be, "forward-looking statements".
These forward-looking statements are prospective in nature and are
not based historical facts, but rather on current expectations and
projections of the management of TClarke and/or Regent (as the case
may be) about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements.
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", "will", "may", "should",
"would", "could" or other words or terms of similar meaning or the
negative thereof.
These statements are based on
assumptions and assessments made by Regent and/or TClarke in light
of their experience and their perception of historical trends,
current conditions, future developments and other factors they
believe appropriate. By their nature, forward-looking statements
involve known and unknown risk and uncertainty, because they relate
to events and depend on circumstances that will occur in the future
and the factors described in the context of such forward-looking
statements in this Announcement could cause actual results,
performance or developments to differ materially from those
expressed in or implied by such forward-looking statements. The
factors that could cause actual results to differ materially from
those described in the forward-looking statements, include, but are
not limited to: the ability to complete the Acquisition, the
ability to obtain requisite regulatory and shareholder approvals
and the satisfaction of other Conditions on the proposed terms,
changes in the global, political, economic, business or competitive
environments and in market and regulatory forces, changes in
financial regulatory matters, changes in future exchange and
interest rates, changes in tax rates and future business
combinations or dispositions. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and you are therefore cautioned not to
place undue reliance on these forward-looking statements which
speak only as at the date of this Announcement. Neither Regent nor
TClarke assumes any obligation to update or correct the information
contained in this Announcement (whether as a result of new
information, future events or otherwise), except as required by
applicable law. All subsequent oral or written forward-looking
statements attributable to Regent or TClarke or any person acting
on their behalf are expressly qualified in their entirety by the
cautionary statement above. Should one or more of these risks or
uncertainties materialise, or should underlying assumptions prove
incorrect, actual results may vary materially from those described
in this Announcement. Other than in accordance with their legal or
regulatory obligations, neither Regent nor TClarke assume any
obligation to update publicly or revise forward-looking or other
statements contained in this Announcement, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
NO PROFIT FORECASTS OR
ESTIMATES
No statement in this Announcement is
intended to constitute a profit forecast, profit estimate or
quantified benefits statement for any period and no statement in
this Announcement should be interpreted to mean that the earnings
or earnings per share for TClarke for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for TClarke.
DISCLOSURE REQUIREMENTS OF THE
TAKEOVER CODE
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 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 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 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. 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 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
Takeover 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.
ELECTRONIC COMMUNICATIONS
Please be aware that addresses,
electronic addresses and certain information provided by TClarke
Shareholders, persons with information rights and other relevant
persons for the receipt of communications from TClarke may be
provided to Regent 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 AND
AVAILABILITY OF HARD COPIES
In accordance with Rule 26.1 of the
Code, a copy of this Announcement and the documents required to be
published under Rule 26 of the Code, will be made available
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions), free of charge, on TClarke's website
at: www.tclarke.co.uk/investors and
on Regent's website at https://www.regentacquisitions.co.uk by
no later than 12:00 noon 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.
In accordance with Rule 30.3 of the
Code, TClarke Shareholders, persons with information rights and
participants in the TClarke Share Plans may request a hard copy of
this Announcement, free of charge, by contacting TClarke's
registrar, Link Group on 0371 664 0321 or by submitting a request
in writing to Link Group, Central Square, 29 Wellington Street,
Leeds, LS1 4DL. Calls are charged at the standard geographic rate
and will vary by provider. Calls 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., Monday to Friday excluding 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. In accordance with Rule 30.3 of the Code, a person so
entitled may also request that all future documents, announcements
and information to be sent to them in relation to the Acquisition
should be in hard copy form.
GENERAL
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 or
independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
