TIDMDVW
RNS Number : 4415R
Ancala Fornia Limited
09 December 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR 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
9 DECEMBER 2016
REVISED ANCALA BID
for
DEE VALLEY GROUP PLC ("Dee Valley")
by
ANCALA FORNIA LIMITED ("Bidco")
COMMENT ON DEE VALLEY EMPLOYEE OPINION
Bidco notes the announcement by Dee Valley regarding the
publication of an opinion of Dee Valley employee representatives on
the effects of the revised offer for Dee Valley by Severn Trent
Water Limited (the "Employee Opinion").
Bidco has reviewed the Employee Opinion, which is available at
www.deevalleywater.co.uk/offer-severn-trent-water-ltd/, and notes
that it contains the following summary:
"In summary, we are against the Offer made by Severn Trent
Water, and are so concerned that we have raised our objections to
the Competition and Markets Authority ("CMA") explicitly outlining
the case for the [Severn Trent] Offer to be referred to a stage 2
review by the CMA. We note that the [Severn Trent] Scheme will not
proceed if the CMA makes a Phase 2 CMA reference in respect of the
Acquisition before the date of the Court Meeting."
Bidco notes the following statement on the CMA website:
"The CMA is investigating the anticipated acquisition by Severn
Trent plc of Dee Valley Group plc".
Bidco highlights that the Revised Ancala Bid is not being
investigated by the CMA and is not, therefore, subject to the risk
of a possible Phase 2 CMA referral.
Bidco also highlights that its own offers for Dee Valley's
Voting Ordinary Shares and Non-Voting Ordinary Shares remain open
for acceptance and that Bidco remains willing to provide immediate
liquidity to Voting Ordinary Shareholders by making market
purchases of Voting Ordinary Shares at 1,706 pence per share.
Spence Clunie, Managing Partner of Ancala, said:
"Dee Valley Shareholders who share the concerns set out in the
Employee Opinion are able to vote against the Severn Trent Scheme
and / or accept the Revised Ancala Bid or sell their Voting
Ordinary Shares to Bidco.
We strongly believe the Revised Ancala Bid is the best outcome
for Dee Valley's management, employees and customers and for the
wider regional economy of Dee Valley."
Unless otherwise stated, capitalised terms used in this
announcement have the same meaning as those in the Original
Acquisition Document and the Original Ancala Bid announcement dated
21 October 2016.
Dee Valley Shareholders who wish to sell Voting Ordinary Shares
at 1,706 pence per Voting Ordinary Share should contact Marc Downes
or Paul Brotherhood at Arden Partners, whom Bidco has appointed to
act on its behalf for this purpose on +44 (0) 20 7614 5950.
Enquiries:
Bidco
Spence Clunie / David Owens +44 (0) 20 3440
/ Tim Power 3515
GCA Altium (Financial Adviser
to Bidco)
Stephen Georgiadis / Tim +44 (0) 20 7484
Richardson 4040
Arden Partners (Broker to
Bidco)
Marc Downes / Paul Brotherhood +44 (0) 20 7614
/ Steve Douglas 5900
Important notices relating to financial advisers and brokers
GCA Altium, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting as exclusive
financial adviser to Bidco and Ancala and no one else in connection
with the Revised Ancala Bid. In connection with such matters, GCA
Altium, 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 Revised Ancala Bid, the
contents of this announcement or any other matter referred to
herein.
Arden Partners plc, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting as
corporate broker to Bidco and no one else in connection with the
Revised Ancala Bid. In connection with such matters, Arden Partners
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 Revised Ancala Bid, the
contents of this announcement or any other matter referred to
herein.
Further information
This announcement is not intended to, and does not, constitute
or form part of any 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 Revised
Ancala Bid or otherwise. The Revised Ancala Bid is being made
solely by means of the Revised Offer Document. Any response to the
Revised Ancala Bid should be made only on the basis of information
contained in the Revised Offer Document. Dee Valley Shareholders
are advised to read the formal documentation in relation to the
Revised Ancala Bid carefully.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange
and the Takeover 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 jurisdiction outside the United Kingdom.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom and the ability of Dee Valley Shareholders
who are not resident in the United Kingdom to participate in the
Revised Ancala Bid may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom or Dee Valley
Shareholders who are not resident in the United Kingdom will need
to 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. Further details in relation to Overseas
Shareholders are contained in the Revised Offer Document.
The offers by Bidco for the Ordinary Shares are not being, and
will not be, made available, directly or indirectly, in or into or
by the use of the mails of, or by any other means or
instrumentality of interstate or foreign commerce of, or any
facility of a national state or other securities exchange of, any
Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Revised Ancala Bid are not being, and must not be,
directly or indirectly, mailed, transmitted or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction
and persons receiving this announcement (including, without
limitation, agents, nominees, custodians and trustees) must not
distribute, send or mail it in, into or from such jurisdiction. Any
person (including, without limitation, any agent, nominee,
custodian or trustee) who has a contractual or legal obligation, or
may otherwise intend, to forward this announcement and/or the
Revised Offer Document and/or any other related document to a
jurisdiction outside the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdiction.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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.
Information relating to Dee Valley Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Dee Valley Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Dee Valley may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 to the
Takeover Code.
Publication on website
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Ancala's website at www.ancala.com
by no later than 12 noon (London time) on the Business Day
following the date of this announcement. For the avoidance of doubt
the content of that website is not incorporated into, and does not
form part of, this announcement.
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.
Reduction of Revised Ancala Bid consideration in the event of
dividend or distribution
The Ordinary Shares will be acquired under the Voting Share
Offer and the Non-Voting Share Offer free from all liens, charges,
equitable interests and encumbrances and third-party rights and
together with all rights now or hereafter attaching to them,
including, without limitation, the right to retain, in full, all
dividends and other distributions (if any) declared, made or paid,
or any other return of capital (whether by way of reduction of
share capital or share premium account or otherwise) made on or
after 21 October 2016 in respect of them. Accordingly insofar as a
dividend and/or distribution and/or a return of capital is
proposed, declared, made, paid or payable by Dee Valley in respect
of an Ordinary Share on or after 21 October 2016, Bidco reserves
the right to reduce by the amount of the dividend and/or
distribution and/or return of capital, the price payable under the
Voting Share Offer and/or Non-Voting Share Offer, as the case may
be, in respect of an Ordinary Share except insofar as the Ordinary
Share is or will be transferred on a basis which entitles Bidco
alone to receive the dividend and/or distribution and/or return of
capital but if that reduction in price has not been effected, the
person to whom the price payable under the Voting Share Offer
and/or the Non-Voting Share Offer, as the case may be, is paid in
respect of the relevant Ordinary Share will be obliged to account
to Bidco for the amount of such dividend and/or distribution and/or
return of capital.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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