TIDMSVT TIDMDVW TIDMDVWA
RNS Number : 2470R
Severn Trent PLC
07 December 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
7 DECEMBER 2016
RECOMMED ACQUISITION
of
DEE VALLEY GROUP PLC
by
SEVERN TRENT WATER LIMITED
Comment on Ancala declaring that its bid will not be
increased
Severn Trent notes the announcement today by Ancala that the
Ancala Revised Proposal, which is significantly lower than Severn
Trent's offer, is final and will not be increased.
Severn Trent's offer of 1,825 pence for each Dee Valley Voting
Ordinary Share is 119 pence higher than the Ancala Revised Proposal
of 1,706 pence.
Severn Trent's offer of 1,713 pence for each Dee Valley
Non-Voting Ordinary Share is 111 pence higher than the Ancala
Revised Proposal of 1,602 pence.
Severn Trent will be a supportive long term owner of Dee Valley
as the local water business for its area and will bring its
expertise and considerable financial strength to support the
business, its customers, employees and pensioners.
Severn Trent's offer has the unanimous support of the Dee Valley
Board which recommends all Dee Valley Voting Ordinary Shareholders
vote in favour of Severn Trent's Scheme at the shareholder and
court meetings to be held on 12 January 2017 and all Dee Valley
Non-Voting Ordinary Shareholders accept the Severn Trent
Contractual Offer.
In order to benefit from Severn Trent's significantly higher
offer, Ordinary Shareholders should continue to take no action in
respect of the Ancala Revised Proposal and should not sell their
shares to Ancala. Dee Valley Voting Ordinary Shareholders should
vote in favour of Severn Trent's Scheme and Dee Valley Non-Voting
Ordinary Shareholders should accept the Severn Trent Contractual
Offer, as recommended by the Dee Valley Board.
Acceptances of Ancala's offer
Severn Trent notes that Ancala has received acceptances in
respect of shares representing 40.38 per cent. of the issued Dee
Valley Voting Ordinary share capital. The vast majority of these
acceptances were obtained from shareholders who had signed
irrevocable undertakings to accept Ancala's offer on 20 October
2016, prior to the announcement of Severn Trent's offer (the
"Relevant Shareholders").
Neither the undertakings nor the acceptances prevent Severn
Trent's offer from successfully completing for the benefit of all
shareholders. The fact the undertakings had been signed by the
Relevant Shareholders, and their acceptances would result, was
known to Severn Trent before announcing the Scheme, and likewise
was known to the Dee Valley Board before it decided to recommend
and support Severn Trent's Scheme.
Severn Trent's Scheme will be approved if 75 per cent. or more
(by value of shares held), and a majority in number, of
shareholders present and voting at the court meeting vote in favour
of the Scheme and if the related special resolution is passed at
the general meeting.
Enquiries:
Severn Trent
Ruban Chandran +44 (0)79 5716 6615
Richard Tunnicliffe +44 (0)78 3441 9722
Rothschild - Financial Adviser to Severn Trent
Mark Warham +44 (0)20 7280 5000
Barclays - Corporate broker to Severn Trent
Alisdair Gayne +44 (0)20 7623 2323
Morgan Stanley - Corporate broker to Severn Trent
Paul Baker +44 (0)20 7425 8000
Tulchan Communications - Financial communications adviser to
Severn Trent
Andrew Grant +44 (0)20 7353 4200
Jonathan Sibun
Further information
Unless otherwise stated, capitalised terms used in this
announcement have the same meaning as those in Severn Trent's
announcement on 5 December 2016.
This announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities of Dee Valley in any jurisdiction in
contravention of applicable law. This announcement does not
constitute a prospectus or a prospectus equivalent document.
Any vote in respect of the Acquisition should only be made on
the basis of the information contained in the scheme circular
relating to the Scheme, which contains the full terms and
conditions of the Acquisition and the Scheme (including details of
how to vote) and the Severn Trent Contractual Offer (including how
to accept the Severn Trent Contractual Offer). Dee Valley Ordinary
Shareholders are advised to read the formal documentation in
relation to the Acquisition carefully.
Please be aware that addresses, electronic addresses and certain
other information provided by Dee Valley Ordinary Shareholders,
persons with information rights and other relevant persons in
connection with the receipt of communications from Dee Valley may
be provided to Severn Trent during the offer period as required
under Section 4 of Appendix 4 of the Code.
N. M. Rothschild & Sons Limited, which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for Severn Trent and no one else in connection with the Acquisition
and will not be responsible to anyone other than Severn Trent for
providing the protections afforded to its clients or for providing
advice in relation to the Acquisition or any other matters referred
to in this announcement.
Barclays Bank PLC, acting through its Investment Bank, which is
authorised by the Prudential Regulation Authority and regulated in
the United Kingdom by the FCA and the Prudential Regulation
Authority, is acting exclusively for Severn Trent and no one else
in connection with the matters referred to in this announcement and
will not be responsible to anyone other than Severn Trent for
providing the protections afforded to clients of Barclays nor for
providing advice in relation to the matters referred to in this
announcement.
Morgan Stanley & Co. International plc, which is authorised
by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority
in the United Kingdom, is acting exclusively for Severn Trent and
no--one else in connection with the Acquisition. In connection with
such matters, Morgan Stanley & Co. International plc, its
affiliates and their respective directors, officers, employees and
agents will not regard any other person as their client, nor will
they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in
relation to the Acquisition, the contents of this announcement or
any other matter referred to herein.
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 persons into whose possession this
announcement comes who are not resident in the United Kingdom
should inform themselves about, and observe, any applicable
restrictions. Dee Valley Ordinary 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 Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
The Severn Trent Contractual Offer is not being made, directly
or indirectly, in or into, or by the use of the mails or any means
or instrumentality (including, without limitation telephonically or
electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of, the United States
or any other Restricted Jurisdictions, and the Severn Trent
Contractual Offer should not be accepted by any such use, means,
instrumentality or facility or from such jurisdictions. Copies of
this document and any related offering documents are not being, and
may not be, mailed or otherwise distributed in, into or from,
whether by use of the mails, or by any means or instrumentality
(including, without limitation, telephonically or electronically)
of interstate or foreign commerce, or any facility of a national
securities exchange of, the United States or any other Restricted
Jurisdictions. Persons receiving such documents (including, without
limitation, custodians, nominees and trustees) must not distribute
or send them into or from such jurisdictions or use such mails or
any such means, instrumentality or facility for any purpose
directly or indirectly in connection with this Severn Trent
Contractual Offer and doing so will render invalid any relevant
purported acceptance of the Severn Trent Contractual Offer.
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 the United Kingdom.
Additional information for US investors in Dee Valley
These materials are not for distribution, directly or
indirectly, in or into the United States (including its territories
and possessions, any State of the United States and the District of
Columbia). These materials do not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in
the United States.
Dee Valley and Severn Trent are each organised under the laws of
England. All of the officers and directors of Dee Valley and Severn
Trent are residents of countries other than the United States. It
may not be possible to sue Dee Valley, Severn Trent or their
respective officers or directors in a non-US court for violations
of US securities laws. It may be difficult to compel Dee Valley,
Severn Trent and their respective affiliates to subject themselves
to the jurisdiction and judgment of a US court.
The Scheme
Dee Valley Ordinary Shareholders in the United States should
note that the Acquisition relates to the shares of an English
company and, in respect of the Dee Valley Voting Ordinary Shares,
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, will apply to the Scheme.
Moreover the Scheme will be subject to the disclosure requirements,
rules 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 this announcement and the scheme circular has been or
will be prepared in accordance with, where relevant International
Financial Reporting Standards as adopted by the European Union
and/or 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.
The Severn Trent Contractual Offer
The Severn Trent Contractual Offer in respect of Dee Valley
Non-Voting Ordinary Shares relates to the shares of an English
company and will be governed by English law on the implementation
of such an offer. The Severn Trent Contractual Offer is not
intended to be made pursuant to the provisions of any other legal
system. Shareholders should note that the Severn Trent Contractual
Offer is subject to English disclosure rules, which are different
from those in the United States. The Severn Trent Contractual Offer
will not be made to any Dee Valley Ordinary Shareholders in
Restricted Jurisdictions.
Note regarding Loan Notes
The Loan Notes to be issued pursuant to the Acquisition have not
been and will not be registered under the US Securities Act of
1933, as amended, or under the relevant securities laws of any
state or territory or other jurisdiction of the United States or
the relevant securities laws of Japan and the relevant clearances
have not been, and will not be, obtained from the securities
commission of any province of Canada. No prospectus in relation to
the Loan Notes has been, or will be, lodged with, or registered by,
the Australian Securities and Investments Commission. Accordingly,
the Loan Notes are not being, and may not be, offered, sold,
resold, delivered or distributed, directly or indirectly in or into
the United States, Canada, Australia or Japan or any other
jurisdiction if to do so would constitute a violation of relevant
laws of, or require registration thereof in, such jurisdiction
(except pursuant to an exemption, if available, from any applicable
registration requirements or otherwise in compliance with all
applicable laws). US shareholders of Dee Valley will only receive
cash consideration in connection with the Acquisition and may not
elect to receive any Loan Notes.
Disclosure requirements
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 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% 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 contains certain forward-looking statements,
including statements regarding Severn Trent's and Dee Valley's
plans, objectives and expected performance. 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 the
enactment of legislation or regulation that may impose costs or
restrict activities; the re-negotiation of contracts or licences;
fluctuations in demand and pricing in the water and wastewater
industry; fluctuations in exchange controls; changes in government
policy and taxations; industrial disputes; war and terrorism. These
forward-looking statements speak only as at the date of this
document.
Publication of this announcement
A copy of this announcement will be available subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions on www.severntrent.com.
The contents of Severn Trent Plc's website are not incorporated
into and do not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBLBDDDSGBGLR
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