TIDMCTR
RNS Number : 1214Q
Charles Taylor PLC
16 October 2019
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
16 October 2019
RECOMMED CASH ACQUISITION
of
CHARLES TAYLOR PLC ("CHARLES TAYLOR")
by
JEWEL BIDCO LIMITED ("LMP BIDCO")
a company formed on behalf of funds advised by Lovell Minnick
Partners LLC and its affiliates ("Lovell Minnick") to be effected
by means of a Scheme of Arrangement under Part 26 of the Companies
Act 2006
PUBLICATION OF THE SCHEME DOCUMENT
On 19 September 2019, the Boards of Directors of Charles Taylor
and LMP Bidco announced that they had reached an agreement on the
terms of a recommended all cash acquisition by LMP Bidco of the
entire issued and to be issued ordinary share capital of Charles
Taylor (the "Acquisition"). The Acquisition is to be implemented by
way of a Court-sanctioned scheme of arrangement of Charles Taylor
under Part 26 of the Companies Act 2006 (the "Scheme") and is
subject to the terms and conditions set out in the scheme document
relating to the Acquisition (the "Scheme Document").
Charles Taylor is pleased to announce that the Scheme Document,
setting out, among other things, a letter from the Chairman of
Charles Taylor, the full terms and conditions of the Scheme, a
statutory explanatory statement, an expected timetable of principal
events, notices of the Scheme Court Meeting and General Meeting,
and details of the action to be taken by the Charles Taylor
Shareholders, has been published today on the Charles Taylor
website at www.ctplc.com/investors/.
The Scheme Document and the Forms of Proxy for the Scheme Court
Meeting and the General Meeting are being sent, or made available,
today to the Charles Taylor Shareholders and, for information only,
to persons with information rights. Charles Taylor Shareholders may
request hard copies of the Scheme Document and the Forms of Proxy
for the Scheme Court Meeting and the General Meeting by contacting
Charles Taylor's Registrars, Computershare, of The Pavilions,
Bridgwater Road, Bristol, BS13 8AE or on 0370 889 4020 (from within
the UK) or on +44 (0) 370 889 4020 (if calling from outside the UK)
stating the name and address to which the hard copy should be
sent.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Scheme Document. All references to times in this Announcement are
to London times unless otherwise stated.
Action required
As further detailed in the Scheme Document, in order to become
Effective, the Scheme must be approved by a majority in number of
those Scheme Shareholders who are present and vote (and are
entitled to vote) at the Scheme Court Meeting, either in person or
by proxy, and who represent not less than 75% in nominal value of
all Scheme Shares held by such Scheme Shareholders. Implementation
of the Scheme will also require the passing of the Special
Resolution by Scheme Shareholders at the General Meeting. The
Scheme must also be sanctioned by the Court and is subject to the
satisfaction or waiver (where applicable) of the Conditions and
further terms that are set out in the Scheme Document.
Notices of the Scheme Court Meeting and the General Meeting,
both to be held at the offices of Davis Polk & Wardwell London
LLP at 5 Aldermanbury Square, London, EC2V 7HR on 22 November 2019,
are set out in the Scheme Document. The Scheme Court Meeting will
start at 10.00 a.m. and the General Meeting at 10.15 a.m. (or, if
later, as soon thereafter as the Scheme Court Meeting has concluded
or been adjourned).
The Charles Taylor Directors, who have been so advised by
Rothschild & Co as to the financial terms of the Acquisition,
consider the terms of the Acquisition to be fair and reasonable. In
providing its advice to the Charles Taylor Directors, Rothschild
& Co has taken into account the commercial assessments of the
Charles Taylor Directors. Rothschild & Co is providing
independent financial advice to the Charles Taylor Directors for
the purposes of Rule 3 of the Code.
Accordingly, the Charles Taylor Directors consider the
Acquisition to be in the best interests of the Charles Taylor
Shareholders taken as a whole and unanimously recommend that
Charles Taylor Shareholders vote to approve the Scheme at the
Scheme Court Meeting and vote in favour of the Special Resolution
to be proposed at the General Meeting as all of the Charles Taylor
Directors who hold Charles Taylor Shares have irrevocably
undertaken to do or procure to be done in respect of their own
beneficial holdings or, for certain directors, to use all
reasonable endeavours to procure to be done in respect of the
beneficial holdings of their close relatives.
It is important that, for the Scheme Court Meeting in
particular, as many votes as possible are cast so that the Court
may be satisfied that there is a fair and reasonable representation
of Scheme Shareholder opinion. Charles Taylor Shareholders are
therefore strongly urged to sign and return their Forms of Proxy,
or to appoint a proxy online or through CREST, as soon as
possible.
Charles Taylor Shareholders should carefully read the whole of
the Scheme Document before making a decision with respect of the
Scheme.
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 the approval of the
Scheme Shareholders at the Scheme Court Meeting, Charles Taylor
Shareholders at the General Meeting and the Court, and to the
satisfaction or waiver (where applicable) of the Conditions, it is
expected that the Scheme will become Effective in early 2020.
An update on the expected timetable will be announced through a
Regulatory Information Service following receipt of relevant
regulatory conditions, with such announcement being made available
on Charles Taylor's website at http://www.ctplc.com/investors/ and
on Lovell Minnick's website at
www.lmpartners.com/charles-taylor-documents.
Documents available for inspection
Copies of this Announcement and the Scheme Document will be made
available for viewing on Charles Taylor's website at
http://www.ctplc.com/investors/ and on Lovell Minnick's website at
www.lmpartners.com/charles-taylor-documents up until and including
the Effective Date.
A copy of the Scheme Document will shortly be submitted to the
National Storage Mechanism and will be available for inspection at
www.morningstar.co.uk/uk/nsm.
Helpline
If you have any further questions in relation to the Scheme
Document, the Scheme or the Charles Taylor Meetings, including in
relation to the completion and return of the Forms of Proxy, please
call the helpline on 0370 889 4020 (from within the UK) or +44 (0)
370 889 4020 (from outside of the UK). Lines are open between 8:30
a.m. and 5:30 p.m. (London time) Monday to Friday (excluding public
holidays in England and Wales). Calls to the helpline from outside
the UK will be charged at the applicable international rate.
Different charges may apply to calls from mobile telephones and
calls may be recorded and monitored for security and training
purposes. Please note that the helpline operators cannot provide
advice on the merits of the Scheme or the Acquisition, nor give
financial, tax, investment or legal advice.
Enquiries:
+44 (0) 20 3320
Charles Taylor plc 8888
David Marock, Group CEO
Richard Yerbury, Group Corporate Development
and Operations Director
+44 (0) 20 7280
Rothschild & Co 5000
(Financial adviser to Charles Taylor)
Christopher Kaladeen
Anika Sood
Peter Brierley
Alice Squires
+44 (0) 20 3100
Liberum 2222
(Corporate broker to Charles Taylor)
Richard Crawley
Lovell Minnick and LMP Bidco +1 610 995 9660
Jason Barg
Spencer Hoffman
+44 (0) 20 7653
RBC Capital Markets 4000
(Financial adviser to Lovell Minnick and LMP
Bidco)
Martin Frowde
Philip Creed
Media Enquires:
+44 (0) 20 3757
Newgate Communications 6880
(Financial PR adviser to Charles Taylor)
Elisabeth Cowell
Ian Silvera
+44 (0) 20 3757
Camarco 4989
(Financial PR adviser to Lovell Minnick and
LMP Bidco)
Hazel Stevenson
Jane Glover
Debevoise & Plimpton LLP is providing legal advice to Lovell
Minnick and LMP Bidco. Davis Polk & Wardwell London LLP is
providing legal advice to Charles Taylor.
Important notices
Rothschild & Co, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for Charles Taylor
and for no one else in connection with the Acquisition and will not
be responsible to anyone other than Charles Taylor for providing
the protections afforded to its clients, nor for providing advice
in relation to the Acquisition or any other matters referred to in
this Announcement.
Liberum, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Charles Taylor and for no
one else in connection with the Acquisition and will not be
responsible to anyone other than Charles Taylor for providing the
protections afforded to its clients, nor for providing advice in
relation to the Acquisition or any other matters referred to in
this Announcement.
RBC Capital Markets is the trading name for RBC Europe Limited,
which is authorised by the PRA and regulated by the FCA and the PRA
and is a subsidiary of Royal Bank of Canada. RBC Capital Markets is
acting exclusively for Lovell Minnick and LMP Bidco and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than Lovell Minnick and LMP Bidco for providing the
protections afforded to its clients nor for providing advice in
relation to the Acquisition or any other matters referred to in
this Announcement.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or the
solicitation of an offer to buy, otherwise acquire, subscribe for,
sell or otherwise dispose of any securities, pursuant to the
Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale, issuance or
exchange would be unlawful prior to the registration or
qualification under the laws of such jurisdiction. The Acquisition
will be made solely by means of the Scheme Document or any document
by which the Acquisition is made which contains or will contain the
full terms and Conditions of the Acquisition, including details of
how to vote in respect of the Acquisition.
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 the United Kingdom.
Charles Taylor and LMP Bidco urge Charles Taylor Shareholders to
read the Scheme Document because it contains important information
relating to the Acquisition. Any decision to vote in respect of the
resolutions to be proposed at the Scheme Court Meeting and the
General Meeting should be based on the information contained in the
Scheme Document.
Each Charles Taylor Shareholder is advised to consult its
independent professional adviser regarding the tax consequences to
it (or to its beneficial owners) of the Acquisition.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to the
Overseas Shareholders are contained in the Scheme Document. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
The Acquisition relates to shares of a UK company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. Neither the US proxy solicitation
rules nor the tender offer rules under the US Exchange Act apply to
the Acquisition. Accordingly, the Acquisition is subject to the
disclosure requirements, rules and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
requirements of US proxy solicitation or tender offer rules.
However, if LMP Bidco were to elect to implement the Acquisition by
means of a Takeover Offer, such Takeover Offer would be made in
compliance with all applicable laws and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Such a takeover would be made in the United States by LMP Bidco and
no one else. In addition to any such Takeover Offer, LMP Bidco,
certain affiliated companies and the nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase,
shares in Charles Taylor outside such Takeover Offer during the
period in which such Takeover Offer would remain open for
acceptance. 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.
None of the securities referred to in this Announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this Announcement. Any representation to the contrary
is a criminal offence in the United States.
Charles Taylor's financial statements, and all financial
information that is included in this Announcement, or that is
included in the Scheme Document, have been prepared in accordance
with international financial reporting standards, which differ in
certain respects from US generally acceptable accounting
principles, and 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.
Unless otherwise determined by LMP Bidco or required by the Code
and permitted by applicable law and regulation, the Acquisition
will 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 and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of 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 observe these
restrictions and 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 Charles Taylor
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.
The Acquisition is subject to the applicable requirements of the
Code, the Panel, the London Stock Exchange and the FCA.
Forward looking statements
This Announcement contains statements about Lovell Minnick, LMP
Bidco and the Charles Taylor Group that are or may be forward
looking statements. These statements are based on the current
expectations of the management of Lovell Minnick, LMP Bidco and
Charles Taylor (as the case may be) and are naturally subject to
uncertainty and changes in circumstances. All statements, including
the expected timing and scope of the Acquisition, 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",
"might", "should", "would", "could", "anticipates", "estimates",
"projects", "strategy" or words or terms of similar substance or
the negative thereof are forward looking statements. Forward
looking statements may 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
LMP Bidco's or the Charles Taylor Group's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of
government regulation on LMP Bidco's or the Charles Taylor Group's
business.
Such forward looking statements are not guarantees of future
performance. By their nature, because they relate to events and
depend on circumstances that will occur in the future, such forward
looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results and
developments 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 or interest and exchange rates, the outcome of any
litigation. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the
forward-looking statements. 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 hereof) and
none of Lovell Minnick, LMP Bidco nor any member of the Charles
Taylor Group (nor any of their respective associates, directors,
officers, employees or advisers) provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied by the forward looking statements will actually occur.
Further, each of Lovell Minnick, LMP Bidco and each member of the
Charles Taylor Group
disclaims any obligation to update publicly or revise any
forward looking or other statements contained herein, 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 any member of the Charles Taylor Group or Lovell
Minnick or LMP Bidco, or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
No profit forecasts or profit estimates
No statement in this Announcement is intended as a profit
forecast or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Charles Taylor for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for Charles Taylor.
Dealing and Opening Position Disclosure Requirements of the
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 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.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, RBC and its
affiliates will continue to act as exempt principal trader in
Charles Taylor securities on the London Stock Exchange. These
purchases and activities by exempt principal traders which are
required to be made public in the United Kingdom pursuant to the
Code will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Information relating to Charles Taylor Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Charles Taylor Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from Charles Taylor may be provided to LMP Bidco
during the Offer Period as required under Section 4 of Appendix 4
to the Code to comply with Rule 2.11(c) of the Code.
Publication on website and hard copies
This Announcement will be available free of charge, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Charles Taylor's website at
http://www.ctplc.com/investors/ and on LMP Bidco's website at
www.lmpartners.com/charles-taylor-documents by no later than 12.00
p.m. on the Business Day following this Announcement.
Neither the content of any website referred to in this
Announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
Announcement.
Charles Taylor Shareholders may request a hard copy of this
Announcement by contacting Computershare on +44 (0) 370 889 4020.
Calls outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 8.30 a.m. and 5.30
p.m., Monday to Friday, excluding public holidays in England and
Wales. Please note that Computershare cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes. Charles Taylor Shareholders 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. If a Charles Taylor Shareholder has
received this Announcement in electronic form, hard copies of this
Announcement and any document or information incorporated by
reference into this Announcement will not be provided unless such a
request is made.
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.
Appendix
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme and is subject to change. All
references in this Appendix to times are to London time unless
otherwise stated.
Event Time and/or date(1)
Publication of the Scheme Document............................ 16 October 2019
Latest time for lodging Blue Forms 10.00 a.m. on 20 November
of Proxy (or appointing a proxy electronically 2019 (2)
or submitting a proxy via CREST) for
the Scheme Court Meeting....................
Latest time for lodging White Forms 10.15 a.m. on 20 November
of Proxy (or appointing a proxy electronically 2019 (3)
or submitting a proxy via CREST) for
the General Meeting..............................
Voting Record Time....................................................... 6.30 p.m. on 20 November
2019 (4)
Scheme Court Meeting................................................. 10.00 a.m. on 22 November
2019
General Meeting........................................................... 10.15 a.m. on 22 November
2019 (5)
The following dates and times associated with the Scheme are
indicative only and are subject to change:
Scheme Court Hearing to sanction the A date expected to be no later than 10 Business Days
Scheme................ after the satisfaction or, where applicable,
waiver of Conditions 5 to 9, relating to regulatory
approvals ("D")(6)
Last day of dealings in, and for registration of D+1
transfers of, and disablement in CREST of,
Charles Taylor Shares
Suspension of listing of, and dealings in, Charles Taylor 6.00 p.m. on D+1
Shares...................................................
...........................
Scheme Record 6.00 p.m. on D+1
Time.....................................................
..
Effective Date of the D+2(7)
Scheme.........................................
Delisting of Charles Taylor By 8.00 a.m. on D+3
Shares...................................
Latest date for despatch of cheques and crediting of
CREST accounts for the cash consideration 14 days after the Effective Date
due under the
Scheme...................................................
...................
Long Stop 19 March 2020(8)
Date.....................................................
..........
Notes:
(1) The dates and times given are indicative only and are based
on Charles Taylor's current expectations and may be subject to
change (including as a result of changes to the timetable related
to the satisfaction (or, where applicable, waiver) of the
Conditions). If any of the times and/or dates above change, the
revised times and/or dates will be notified to Charles Taylor
Shareholders by announcement through a Regulatory Information
Service and on its website (http://www.ctplc.com/investors/).
(2) The Blue Form of Proxy for the Scheme Court Meeting may,
alternatively, be handed to Charles Taylor's Registrars,
Computershare, or the Chair of the Scheme Court Meeting, at the
start of the Scheme Court Meeting (or any adjournment thereof).
However, if possible, Charles Taylor Shareholders are in the first
instance requested to lodge the Blue Forms of Proxy at least 48
hours before the time appointed for the Scheme Court Meeting (or,
if the Scheme Court Meeting is adjourned, no later than 48 hours
(excluding any part of such 48 hour period falling on a non-working
day) before the time fixed for the holding of the adjourned
meeting).
(3) The White Form of Proxy for the General Meeting must be
lodged with Charles Taylor's Registrars, Computershare, by no later
than 10.00 a.m. on 20 November 2019 in order for it to be valid,
or, if the General Meeting is adjourned, no later than 48 hours
(excluding any part of such 48 hour period falling on a non-working
day) before the time fixed for the holding of the adjourned
meeting. If the White Form of Proxy is not returned by such time,
it will be invalid.
(4) If either Charles Taylor Meeting is adjourned, the Voting
Record Time for the adjourned Charles Taylor Meeting will be 6.30
p.m. on the date which is two days before the date set for the
adjourned Charles Taylor Meeting.
(5) To commence at the time fixed or, if later, immediately
after the conclusion or adjournment of the Scheme Court
Meeting.
(6) The Scheme Court Hearing to sanction the Scheme is expected
to be held no later than 10 Business Days after the satisfaction or
waiver (where applicable) of Conditions 5 to 9, as set out in Part
IV (Conditions and Certain Further Terms of the Scheme and the
Acquisition) of the Scheme Document. Any references to "D" or to a
day after "D" are references to a Business Day.
(7) This date will be the date on which the Scheme Court Order
is delivered to the Registrar of Companies. Subject to the
satisfaction or waiver of the Conditions, it is expected that the
Effective Date will occur in early 2020.
(8) This is the latest date by which the Acquisition may become
Effective unless Charles Taylor and LMP Bidco agree in writing, and
(if required) the Court and the Panel allow, a later date.
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
ODPEADEKFAENFFF
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