TIDMDCG
RNS Number : 1055W
Dairy Crest Group PLC
15 April 2019
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 SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
15 April 2019
RECOMMED CASH ACQUISITION
of
DAIRY CREST GROUP PLC ("Dairy Crest")
by
SAPUTO DAIRY UK LTD ("Saputo"),
a wholly-owned subsidiary of
SAPUTO INC.
Scheme of Arrangement becomes Effective
On 22 February 2019, Dairy Crest and Saputo announced that they
had reached agreement on the terms of a recommended cash
acquisition by Saputo of the entire issued and to be issued share
capital of Dairy Crest (the "Acquisition"). The Acquisition has
been effected by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").
On 11 April 2019, Dairy Crest announced that the Court had
sanctioned the Scheme at the Court Hearing held earlier that
day.
Following the filing of a copy of the Court Order with the
Registrar of Companies earlier today, Dairy Crest and Saputo are
pleased to announce that the Scheme has now become Effective.
Under the terms of the Scheme, holders of Scheme Shares are
entitled to receive 620 pence for each Scheme Share held at the
Scheme Record Time. The latest date for the despatch of cheques to
Scheme Shareholders and settlement through CREST is 29 April
2019.
As set out in the announcement made by Dairy Crest earlier
today, dealings in Dairy Crest 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 Dairy Crest Shares from the Official List of
the UK Listing Authority and the cancellation of the admission to
trading of Dairy Crest Shares on the main market for listed
securities of the London Stock Exchange, which are each expected to
take place at 8.00 a.m. (London time) on 16 April 2019.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the scheme document published on 8
March 2019 containing the full terms and conditions of the
Acquisition by Saputo of the entire issued and to be issued share
capital of Dairy Crest (the "Scheme Document").
Enquiries
Dairy Crest +44 (0) 1372 472236
Tom Atherton, Kate Goode
Greenhill (Financial Adviser to Dairy +44 (0) 20 7198
Crest) 7400
Seamus Moorhead, Andrew Stace, Dean Rodrigues
+44 (0) 20 7408
Shore Capital (Joint Broker to Dairy Crest) 4090
Malachy McEntyre, Mark Percy, Toby Gibbs
+44 (0) 20 7418
Peel Hunt (Joint Broker to Dairy Crest) 8900
Dan Webster, George Sellar, Guy Pengelley
+44 (0) 20 7404
Brunswick (PR Adviser to Dairy Crest) 5959
Alison Lea
Saputo Inc.
(+1) 514-328-3141
Sandy Vassiadis (Vice President, Communications /
& Corporate Responsibility) (+1) 866-648-5902
Important notices
Greenhill, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for Dairy Crest and no
one else in connection with the Acquisition and will not be
responsible to anyone other than Dairy Crest for providing the
protections afforded to clients of Greenhill nor for providing
advice in relation to the Acquisition or any other matters referred
to in this announcement.
Shore Capital, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for Dairy Crest and no
one else in connection with the Acquisition and will not be
responsible to anyone other than Dairy Crest for providing the
protections afforded to clients of Shore Capital nor for providing
advice in relation to the Acquisition or any matters referred to in
this announcement
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for Dairy Crest and no
one else in connection with the Acquisition and will not be
responsible to anyone other than Dairy Crest for providing the
protections afforded to clients of Peel Hunt 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 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. This announcement has
been prepared for the purposes of complying with English law, the
rules of the London Stock Exchange, the Listing Rules, the Market
Abuse Regulation (EU No 596/2014) ("MAR"), the Disclosure Guidance
and Transparency Rules of the FCA and the City 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
or into jurisdictions other than the UK, Canada or the United
States may be restricted by law and therefore any persons who are
subject to the law of any jurisdiction other than the UK, Canada or
the United States should inform themselves about, and observe, any
applicable legal or regulatory requirements. 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.
Copies of this announcement and the formal documentation
relating to the Acquisition will not be and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction or any jurisdiction where to do so would
violate the laws of that 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. If the Acquisition is implemented
by way of Takeover Offer (unless otherwise permitted by applicable
law or regulation), the Takeover Offer may not be made, directly or
indirectly, in or into or by use of the mails or any other means or
instrumentality (including, without limitation, facsimile, email or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted
Jurisdiction.
Further details in relation to overseas shareholders are
contained in the Scheme Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Notice to US Dairy Crest Shareholders
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under English law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules under the US
Exchange Act. Accordingly, the Scheme will be subject to disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which are different from the disclosure requirements
of the US tender offer rules. Except in relation to non-IFRS
financial performance measures, namely, adjusted profit before tax,
the financial information included in this announcement and
included in the Scheme Document, if any, has been prepared in
accordance with International Financial Reporting Standards and
thus may not be comparable to financial information of US companies
or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US. If Saputo
exercises its right to implement the acquisition of the Dairy Crest
Shares by way of a Takeover Offer, such offer will be made in
compliance with applicable US laws and regulations.
Adjusted profit before tax represents the Dairy Crest Group's
profit before tax from continuing operations, before "exceptional
items", "other finance expense - pensions" and "amortisation from
acquired intangible assets" (in each case as referred to in Dairy
Crest's annual report and accounts for the year ended 31 March
2018). The Dairy Crest Directors consider this measure appropriate
because it reports the underlying performance of the Dairy Crest
Group excluding the material values that can be associated with
exceptional items and volatility of the pension interest. This
allows the Dairy Crest Directors to measure the longer-term
performance of the Dairy Crest Group on a comparable basis.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Scheme 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 Dairy
Crest Shareholder is urged to consult his, her or its independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to such Dairy Crest Shareholder.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Saputo
and Dairy Crest 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 pursuant to Rule
14e-5(b) of the US Exchange Act, Saputo or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Dairy Crest Shares
outside of the US, other than pursuant to the Acquisition, until
the date on which the Scheme and/or the Acquisition becomes
Effective, lapses or is otherwise withdrawn. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases 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.
Forward looking statements
This announcement and the Scheme Document (including information
incorporated by reference in this announcement and/or the Scheme
Document), oral statements made regarding the Acquisition, and
other information published by the Saputo Group and/or Dairy Crest
contain statements which are, or may be deemed to be,
"forward-looking statements" including for the purposes of the US
Private Securities Litigation Reform Act of 1995 and applicable
Canadian securities laws. Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
the Saputo Group and/or the Dairy Crest Group 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. The
forward-looking statements contained in this announcement and the
Scheme Document include statements relating to the expected effects
of the Acquisition on the Saputo Group and the Dairy Crest Group,
the expected timing and scope of the Acquisition and other
statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not
expect", "is expected", "is subject to", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be
achieved. Although Saputo and Dairy Crest believe that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to be correct. By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and
depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such
forward-looking statements. These factors include the satisfaction
or not of the Conditions, as well as additional factors, such as
conditions relating to the economic, industry, competitive and
regulatory environments in which the Saputo Group and the Dairy
Crest Group operate or which could affect their activities, their
ability to attract and retain customers and consumers, as well as
the availability and cost of milk and other raw materials and
energy supplies, the Saputo Group's and the Dairy Crest Group's
operating costs and the pricing of their finished products on the
various markets in which they carry on business. Other unknown or
unpredictable factors could 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. Neither the Saputo Group nor Dairy Crest,
nor any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement and the Scheme
Document will actually occur. You are cautioned not to place undue
reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations (including
under the UK Listing Rules, MAR, the Disclosure Guidance and
Transparency Rules of the FCA and any applicable Canadian
securities laws), none of Saputo, Saputo Inc. or Dairy Crest is
under any obligation, and Saputo, Saputo Inc. and Dairy Crest
expressly disclaim 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 or Estimates
No statement in this announcement or the Scheme Document is
intended as a profit forecast or estimate for any period and no
statement in this announcement or the Scheme Document should be
interpreted to mean that earnings or earnings per share for Saputo
Inc., Saputo or Dairy Crest, as appropriate, for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Saputo
Inc., Saputo or Dairy Crest, as appropriate.
Dealing disclosure requirements
Under Rule 8.3(a) of the City 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) 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 City 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,
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 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 on website and availability of hard copies
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, free of charge on Dairy Crest's website at
www.dairycrest.co.uk/investors and on Saputo Inc.'s website at
www.saputo.com/en/investors by no later than 12:00 noon (London
time) on 16 April 2019. For the avoidance of doubt, the contents of
the websites are not incorporated into and do not form part of this
announcement.
Dairy Crest Shareholders may request a hard copy of this
announcement by contacting the Registrar, Link Asset Services,
during business hours on +44 (0) 371 664 0300 or by submitting a
request in writing to Link Asset Services, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU. If you have received this
announcement in electronic form, copies of this announcement and
any document or information incorporated by reference into this
document will not be provided unless such a request is made.
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
SOAGMGMDKZKGLZM
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April 15, 2019 05:14 ET (09:14 GMT)
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