TIDMDJAN
RNS Number : 9976K
Daejan Holdings PLC
27 April 2020
Results of Court Meeting
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
27 April 2020
RECOMMED FINAL CASH OFFER
FOR
DAEJAN HOLDINGS PLC
BY
DOCK NEWCO LIMITED
a newly incorporated company within the Freshwater Group
to be effected by means of a scheme of arrangement under Part 26
of the Companies Act
RESULTS OF THE COURT MEETING
On 21 February 2020, the board of directors of Dock Newco
Limited ("Dock" or "BidCo") and the independent non-executive
director (the "Daejan Independent Director") of Daejan Holdings plc
("Daejan") jointly announced a recommended final cash offer for the
entire issued and to be issued share capital of Daejan not already
owned directly or indirectly by the Freshwater Concert Party (the
"Offer") to be effected by means of a scheme of arrangement between
Daejan and the Relevant Daejan Shareholders under Part 26 of the
Companies Act 2006 (the "Scheme").
Capitalised terms used in this announcement, unless otherwise
defined, have the meanings given to them in the circular relating
to the Scheme sent to Scheme Shareholders on 3 April 2020 (the
"Scheme Document").
Daejan hereby announces that at the Court Meeting held earlier
today in connection with the Scheme the resolution proposed
(details of which are set out in the notice of Court Meeting
contained in Part 12 of the Scheme Document) was passed by a
majority in number representing over 75 per cent. in value of
Scheme Shareholders who voted either in person or by proxy at the
Court Meeting and, accordingly, the Scheme was approved.
At the Voting Record Time, the Company had 16,295,357 ordinary
shares of 25 pence each in issue, all of which are credited as
fully paid and none of which are held in treasury, of which
3,346,964, being the Scheme Shares, were not held by the Freshwater
Concert Party. Therefore the total number of voting rights of the
Scheme Shareholders in the Company on the Voting Record Time for
the purposes of the Court Meeting was 3,346,964.
The detailed voting results in relation to the Court Meeting are
set out below.
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court
Meeting. Each Scheme Shareholder, who voted in advance by proxy,
was entitled to one vote per Scheme Share held at the Voting Record
Time.
Resolution Number of % of the Number of % of Scheme
Scheme Shareholders voting Scheme Scheme Shares Shares which
who voted Shareholders voted were voted
For 271 98.55 1,473,752 99.23
--------------------- --------------- --------------- --------------
Against 4 1.45 11,378 0.77
--------------------- --------------- --------------- --------------
Total 275 100.00 1,485,130 100.00
--------------------- --------------- --------------- --------------
Timetable
The outcome of today's Court Meeting means that Condition 1(a)
and Condition 2(a) (as set out in Part A of Part 4 of the Scheme
Document) have both been satisfied.
The Scheme remains subject to sanction by the Court at the Court
Hearing and the delivery of a copy of the Court Order to the
Registrar of Companies (as set out in Part A of Part 4 of the
Scheme Document). The Court Hearing is currently scheduled for 5
May 2020 at a time yet to be confirmed by the Court. If this date
is for whatever reason changed, we will give adequate notice of the
updated date and time of the Court Hearing by issuing an
announcement through a Regulatory Information Service.
The expected timetable of principal events for the
implementation of the Scheme remains as set out on page 11 of the
Scheme Document other than the date for de-listing of Daejan Shares
which due to the bank holiday on Friday 8 May 2020 will now take
place at 8.00 am on Monday 11 May 2020.
General
Copies of all resolutions passed at the Court Meeting have been
submitted to the FCA and will shortly be available for inspection
on the National Storage Mechanism at
http://www.morningstar.co.uk/uk/NSM.
References to time are to London time. If any of the dates
and/or times in this announcement change, the revised dates and/or
times will be notified to Daejan Shareholders by announcement
through a Regulatory Information Service and by making such
announcement available on the following website:
www.centremanor.com/documents.
Enquiries:
Rothschild & Co (Financial Adviser to BidCo and the
Freshwater Group)
+44 (0)20 7280 5000
Alex Midgen
Sam Green
Lazard (Financial Adviser and Rule 3 Adviser to Daejan and the
Daejan Independent Director)
+44 (0)20 7187 2000
Patrick Long
William Lawes
N+1 Singer (Corporate Broker to Daejan)
+44 (0)20 7496 3000
James Maxwell
James Moat
Herbert Smith Freehills LLP is acting as legal adviser to
BidCo.
Bryan Cave Leighton Paisner LLP is acting as legal adviser to
Daejan.
Further Information
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for BidCo and for no one else in connection
with the Offer and will not regard any other person as its client
in relation to the Offer and will not be responsible to anyone
other than BidCo for providing the protections afforded to clients
of Rothschild & Co, nor for providing advice in relation to any
matter referred to in this Announcement.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as financial
adviser exclusively to Daejan and the Daejan Independent Director
and no-one else in connection with the Offer and will not be
responsible to anyone other than Daejan and the Daejan Independent
Director for providing the protections afforded to clients of
Lazard & Co., Limited nor for providing advice in connection
with the Offer or the other matters referred to in this
Announcement.
Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised
and regulated by the FCA in the United Kingdom, is acting as
corporate broker exclusively for Daejan and no one else in
connection with the Offer and the matters set out in this
Announcement, and will not be responsible to any person other than
Daejan for providing the protections afforded to clients of N+1
Singer, nor for providing advice in relation to the Offer or any
matter referred to herein. Neither N+1 Singer nor any of its
subsidiaries, branches or affiliates 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 N+1 Singer in connection with this
Announcement, any statement contained herein or otherwise.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction
pursuant to the Offer or otherwise, nor shall there be any sale,
issuance or transfer of securities of Daejan in any jurisdiction in
contravention of applicable law.
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
The Offer is made solely by means of the Scheme Document, which
contains the full terms and conditions of the Offer.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by the Relevant Daejan Shareholders,
persons with information rights and other relevant persons in
connection with the receipt of communications from Daejan may be
provided to BidCo during the offer period as required under Section
4 of Appendix 4 of the Code.
Overseas Jurisdictions
The release, publication or distribution of this Announcement in
or into, jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than the United Kingdom and into
whose possession this Announcement comes should inform themselves
about, and observe, any applicable legal or regulatory
requirements. Relevant Daejan Shareholders who are in any doubt
regarding such matters should consult an appropriate independent
adviser in the relevant jurisdiction without delay. Any failure to
comply with such 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 Offer disclaim any responsibility or liability for the
violation of such restrictions by any person.
This Announcement has been prepared for the purposes 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 of the United Kingdom.
Unless otherwise determined by BidCo or required by the Code,
and permitted by applicable law and regulation, the Offer will not
be made available directly or indirectly in, into or from a
Restricted Jurisdiction where to do so would violate the laws of
that jurisdiction. Copies of this Announcement and any
documentation relating to the Offer will not be and must not be,
directly or indirectly, 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 where to do so would violate the laws of that
jurisdiction. Doing so may render invalid any related purported
vote in respect of the Offer.
The Offer shall be subject to the applicable requirements of the
Code, the Panel, the London Stock Exchange and the FCA.
Notes to US Investors in Daejan
Shareholders in the United States should note that the Offer
relates to the shares of an English company and is proposed to be
made by means of a scheme of arrangement provided for under, and
governed by, English law. Neither the proxy solicitation nor the
tender offer rules under the US Securities Exchange Act of 1934, as
amended (the "US Exchange Act"), will apply to the Scheme. Moreover
the Scheme will be subject to the disclosure requirements and
practices applicable in the UK to schemes of arrangement, which
differ from the disclosure requirements of the US proxy
solicitation rules and tender offer rules. Financial information
included in any announcement made in connection with Offer and the
Scheme Document has been or will be prepared in accordance with
accounting standards applicable in the UK and 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 United States.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Daejan
and BidCo are located in countries other than the US and are
organised under the laws of England and Wales, and some or all of
their officers and directors may be residents of countries other
than the United States. 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 directors, officers and affiliates
to subject themselves to the jurisdiction and judgment of a US
court.
The receipt of cash pursuant to the Offer by a US holder as
consideration for the transfer of its Scheme Shares pursuant to the
Scheme may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each Relevant Daejan Shareholder is
urged to consult his independent professional adviser immediately
regarding the tax consequences of the Offer applicable to him.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, BidCo and its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Daejan Shares outside of
the US, other than pursuant to the Offer, until the date on which
the Offer 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 and would
comply with applicable law, including the US Exchange Act. 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
http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
Disclosure Requirements
Under Rule 8.3(a) of the 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 pm (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th Business Day following the
announcement in which any 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 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(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 pm
(London time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
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.
Forward- looking statements
This Announcement, including any information included or
incorporated by reference in this Announcement, contains certain
forward-looking statements, beliefs or opinions, including with
respect to the financial conditions, objectives and expected
performance of Daejan and BidCo. 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", "hope", "aims", "continue",
"will", "may", "should", "would", "could", or other words of
similar meaning. Although BidCo and Daejan believe that the
expectations reflected in such forward-looking statements are
reasonable, BidCo and Daejan can give no assurance that such
expectations will prove to be 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.
Such statements relate to events and depend on circumstances that
will occur in the future and are subject to risks, uncertainties
and assumptions. There are a number of factors which could cause
actual results and developments to differ materially from those
expressed or implied by such forward looking statements, including,
among others changes in the global, political, economic, business,
competitive, market and regulatory forces, future exchange and
interest rates, changes in tax rates and future business
acquisitions or disposals. All forward-looking statements in this
Announcement are expressly qualified in their entirety by the
inherent risks and uncertainties surrounding future expectations
and the cautionary statements contained or referred to in this
section.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for BidCo or Daejan, as appropriate, for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for BidCo
or Daejan, as appropriate.
Publication of this Announcement
A copy of this Announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, via Daejan's website at
http://www.daejanholdings.com by no later than 12 noon (London
time) on the Business Day following this Announcement. The contents
of Daejan's website are not incorporated into and do not form part
of this Announcement.
Requesting Hard Copy Documents
If you have received this Announcement in electronic form or via
Daejan's website, you may be able to obtain a hard copy of the
Announcement by emailing mark.jenner@highdorn.co.uk. You will not
receive a hard copy of this Announcement unless you so request. You
may also inform Daejan that you wish all future documents,
announcements and information in relation to the Offer be sent to
you in hard copy. If you have received this Announcement in
electronic form, hard 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.
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.
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
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