TIDMECSC TIDMTTM
RNS Number : 3449D
ECSC Group PLC
20 June 2023
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
20 June 2023
RECOMMED CASH ACQUISITION
of
ECSC GROUP PLC ("ECSC")
by
DAISY CORPORATE SERVICES TRADING LIMITED ("Daisy")
to be effected
by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
Court sanction of Scheme of Arrangement and suspension of
dealings
On 31 March 2023, it was announced that the Boards of Daisy and
ECSC had reached agreement on the terms of a recommended cash
acquisition by Daisy for the issued and to be issued share capital
of ECSC, to be effected by way of a court-sanctioned scheme of
arrangement (the "Scheme") between ECSC and ECSC Shareholders under
Part 26 of the Companies Act 2006 (the "Acquisition").
On 24 May 2023, all resolutions necessary to effect the Scheme
were duly passed by the requisite majorities and accordingly the
Scheme was approved by ECSC Shareholders.
Sanction of the Scheme
The Boards of Daisy and ECSC are pleased to announce that the
High Court of Justice in England and Wales has today made an order
sanctioning the Scheme under section 899 of the Companies Act.
The Scheme will become Effective upon the delivery of a copy of
the Court Order to the Registrar of Companies, which is expected to
occur on 22 June 2023.
Next Steps
ECSC confirms that the last day of dealings in, and for
registration of transfers of, and disablement of ECSC Shares in
CREST will be 21 June 2023 and the Scheme Record Time will be 6.00
p.m. 21 June 2023. Scheme Shareholders on ECSC's register of
members at the Scheme Record Time will, upon the Scheme becoming
Effective, be entitled to receive the consideration under the
Scheme.
Dealings in ECSC Shares on AIM will be suspended from 7:30 a.m.
on 22 June 2023. The suspension is made pursuant to ECSC's
application to the London Stock Exchange and is being effected as
part of the Scheme.
It is expected that, subject to the Scheme becoming Effective on
22 June 2023, the cancellation of admission to trading of ECSC
Shares on AIM will take effect from 7:00 a.m. on 23 June 2023.
A further announcement will be made when the Scheme becomes
Effective.
Words and expressions defined in the Scheme Document shall,
unless the context provides otherwise, have the same meanings in
this announcement.
Enquiries:
ECSC Group plc
Ian Mann, Executive Chairman Tel: +44 (0) 1274 736 223
Matthew Briggs, Chief Executive Officer
Allenby Capital Limited (Rule 3 adviser, Nominated Adviser
and Corporate
Broker to ECSC)
David Hart / Nick Athanas / Piers Shimwell / Dan Tel: +44 (0) 203 328 5656
Dearden-Williams (Corporate
Finance)
Tony Quirke (Sales and Corporate Broking)
Press enquiries
Clare Macdonald, Marketing Director Tel: +44 (0) 1274 736 223
Media enquiries for Daisy
Michelle Brodrick Tel: +44 (0) 0333 015 7141
Ernst & Young LLP (Financial adviser to Daisy)
Tel: +44 (0) 20 7951 2000
Richard Pulford / Tom Watson/ Chinmay Punekar / William
Farrow (Corporate
Finance)
DWF Law LLP is providing legal advice to Daisy. Freeths LLP is
providing legal advice to ECSC.
Important notices
Allenby Capital Limited ("Allenby"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for ECSC and no one else in connection with the Acquisition and
will not be responsible to anyone other than ECSC for providing the
protections afforded to clients of Allenby, or for providing advice
in connection with the Acquisition or any matter referred to
herein. Neither Allenby nor any of its 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 Allenby in connection with
this announcement, any statement contained herein or otherwise.
Ernst & Young ("EY"), which is authorised and regulated by
the FCA in the United Kingdom is acting exclusively as financial
adviser to Daisy and for no one else in connection with the
Acquisition and will not be responsible to anyone other than to
Daisy for providing the protections afforded to clients of EY nor
for providing advice in connection with the Acquisition, the
contents of this announcement or any matter or arrangement referred
to herein. Neither EY nor any of its 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 EY 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 any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be made solely
through the Scheme Document and the accompanying forms of proxy (or
by any other document by which the acquisition is made), which will
together contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any
decision in respect of, or other response to, the Acquisition
should be made only on the basis of the information contained in
the Scheme Document or any document by which the Acquisition is
made.
This announcement has been prepared in connexion with proposals
in relation to a scheme of arrangement pursuant to and for the
purposes of complying with English law and the City Code on
Takeovers and Mergers (the "Code") and 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 England. Nothing in this announcement should
be relied on for any other purpose.
Overseas jurisdictions
The release, publication or distribution of the Scheme Document
in or into certain jurisdictions other than the United Kingdom may
be restricted by the laws of those jurisdictions and therefore any
persons into whose possession the Scheme Document comes should
inform themselves of, and observe, such restrictions. Unless
otherwise determined by Daisy or required by the Code, and
permitted by applicable law and regulation, the Acquisition shall
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 Scheme by
any such means from 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 the Scheme Document
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 the Scheme Document and all documents relating to
the Acquisition (including custodians, nominees and trustees) 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 ECSC
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. 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. If the Acquisition is implemented by way of a
Takeover Offer then (unless otherwise permitted by applicable law
and 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 or 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 or instrumentality or from within any Restricted
Jurisdiction. The Acquisition shall be subject to the applicable
requirements of the Code, the Panel, the London Stock Exchange, the
FCA, the AIM Rules and the Registrar of Companies. Further details
in relation to Overseas Shareholders are contained in paragraph 15
of Part 2 (Explanatory Statement) of the Scheme Document.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Daisy, ECSC, any
member of the Wider Daisy Group or any member of the Wider ECSC
Group may contain statements which are, or may be deemed to be,
"forward looking statements". Forward looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections 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 the Scheme Document include
statements relating to the expected effects of the Acquisition on
Daisy, ECSC, any member of the Wider Daisy Group or any member of
the Wider ECSC Group (including their future prospects,
developments and strategies), 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 "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "projects", "synergy", "strategy", "scheduled", "goal",
"estimates", "forecasts", "intends", "cost-saving", "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. 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 Daisy's,
ECSC's, any member of the Wider Daisy Group's or any member of the
Wider ECSC's operations 3 and potential synergies resulting from
the Acquisition; and (iii) the effects of global economic
conditions and governmental regulation on Daisy's, ECSC's, any
member of the Wider Daisy Group's or any member of the Wider ECSC's
business. Although Daisy and ECSC believe that the expectations
reflected in such forward looking statements are reasonable, Daisy,
ECSC, the Wider Daisy Group and the Wider ECSC Group can give no
assurance that such expectations will prove to be correct. By their
nature, forward looking statements involve risk and uncertainty
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, but are not limited to: the ability to complete
the Acquisition; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other Conditions;
changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future
exchange and interest rates; changes in tax rates; future business
combinations or disposals; changes in general economic and business
conditions; changes in the behaviour of other market participants;
the anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market
conditions in the countries in which Daisy, ECSC, the Wider Daisy
Group and/or the Wider ECSC Group operate; weak, volatile or
illiquid capital and/or credit markets; changes in the degree of
competition in the geographic and business areas in which Daisy,
ECSC, the Wider Daisy Group and/or the Wider ECSC Group operate;
and changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results
to differ materially from those expected, estimated or projected in
the forward looking statements. If any one or more of these risks
or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward looking
statements should therefore be construed in the light of such
factors. Neither Daisy, ECSC, the Wider Daisy Group nor the Wider
ECSC Group, nor any of their respective associates or directors,
officers or advisers, provide any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward looking statements in the Scheme Document will actually
occur. Given these risks and uncertainties, potential investors are
cautioned not to place any reliance on these forward looking
statements. Specifically, statements of estimated cost savings and
synergies related to future actions and circumstances which, by
their nature, involve risks, uncertainties and contingencies. As a
result, the cost savings and synergies referred to may not be
achieved, may be achieved later or sooner than estimated, or those
achieved could be materially different from those estimated. Other
than in accordance with their legal or regulatory obligations,
neither Daisy, ECSC, the Wider Daisy Group nor the Wider ECSC Group
is under any obligation, and each such person expressly disclaims
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, estimates or quantified benefits
statements
No statement in he Scheme Document, or incorporated by reference
in this announcement, is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no
statement in the Scheme Document should be interpreted to mean that
earnings or earnings per share for Daisy or ECSC, as appropriate,
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share
for Daisy or ECSC, as appropriate
Disclosure requirements of the Takeover Code
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 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 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 p.m. (London time) on the business day following
the date of the relevant dealing. 5 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
A copy of the Scheme Document, together with all information
incorporated by reference into this announcement, will be
available, free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions on ECSC's website
at https://investor.ecsc.co.uk. Save as expressly referred to in
this announcement, the content of ECSC's website is not
incorporated into, nor forms part of, this announcement.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Acquisition is
entitled to receive such documents in hard copy form free of
charge. A person may also request that all future documents,
announcements and information in relation to the Acquisition are
sent to them in hard copy form. A hard copy of the Scheme Document
may be requested by contacting ECSC's Registrars on +44 (0)371 384
2050. Calls are charged at the standard geographic rate and will
vary by provider. 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 the Company's Registrars
cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
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END
STRFLFSERRIIFIV
(END) Dow Jones Newswires
June 20, 2023 11:48 ET (15:48 GMT)
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