TIDMHSTN
RNS Number : 1929C
Hansteen Holdings plc
06 February 2020
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 OF
SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
6 February 2020
RECOMMED CASH ACQUISITION
of
HANSTEEN HOLDINGS PLC
by
POTTER UK BIDCO LIMITED
Scheme of Arrangement becomes effective
Further to the announcement made by Hansteen Holdings PLC
(Hansteen) on 4 February 2020 that the Court had sanctioned the
Scheme, Hansteen and Potter UK Bidco Limited (Bidco) are pleased to
announce that, following the delivery of a copy of the Court Order
to the Registrar of Companies earlier today, the Scheme has now
become effective in accordance with its terms and the entire issued
and to be issued share capital of Hansteen is now owned by
Bidco.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the scheme
document published on 10 January 2020.
Settlement
Scheme Shareholders on the register of members of Hansteen at
the Scheme Record Time, being 6.00 p.m. on 5 February 2020, will be
entitled to receive 116.5 pence in cash for each Scheme Share held.
Settlement of the consideration to which any Scheme Shareholder is
entitled pursuant to the Scheme will be settled by the despatch of
cheques or crediting through CREST accounts (for Scheme
Shareholders holding Scheme Shares in certificated form and in
uncertificated form, respectively) as soon as practicable and in
any event within 14 days of this announcement, being 20 February
2020.
Delisting
Applications have been made to the London Stock Exchange and the
FCA in relation to the delisting of Hansteen Shares from the
Official List and the cancellation of the admission to trading of
Hansteen Shares on the Main Market of the London Stock Exchange
which is expected to take effect by 8.00 a.m. on 7 February
2020.
Dealing disclosures
Hansteen is no longer in an "Offer Period" as defined in the
Takeover Code and accordingly the dealing disclosure requirements
previously notified to investors no longer apply.
Director resignations
Hansteen further announces that, with effect from the date of
this announcement (being the Effective Date), each of the Hansteen
directors (Melvyn Egglenton, Ian Watson, Morgan Jones, Rick Lowes,
David Rough and Jim Clarke) have resigned as directors of
Hansteen.
Enquiries
Hansteen
Ian Watson
Morgan Jones +44 (0)20 7408 7000
Peel Hunt (Financial adviser to Hansteen)
Capel Irwin
Michael Nicholson
Harry Nicholas +44 (0)20 7418 8900
Tavistock Communications (PR adviser to
Hansteen)
Jeremy Carey
Simon Hudson +44 (0)20 7920 3150
Bidco
Ramesh Chhabra
Alexandra Ritterman +44 (0)20 7451 4195
Rothschild & Co (Financial Adviser to Blackstone
and Bidco)
Alex Midgen
Sam Green +44 (0)20 7280 5000
Important notices relating to financial advisers
Peel Hunt LLP (Peel Hunt), which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Hansteen and for no one else in connection with the
Acquisition and any other matter referred to in this announcement
and will not be responsible to anyone other than Hansteen for
providing the protections afforded to its clients or for providing
advice in relation to the Acquisition or other matters referred to
in this announcement.
N.M. Rothschild & Sons Limited (Rothschild & Co), which
is authorised and regulated by the Financial Conduct Authority in
the United Kingdom, is acting exclusively for Blackstone and Bidco
and for no one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than
Blackstone and Bidco for providing the protections afforded to its
clients or for providing advice in connection with the subject
matter of this announcement.
Further information
This announcement 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 Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Hansteen in any jurisdiction in contravention of
applicable law. The Acquisition will be made solely by means of the
Scheme Document or any document by which the Acquisition is made,
which will contain the full terms and conditions of the Acquisition
including details of how to vote in respect of the Acquisition. Any
vote in respect of the Scheme or other response in relation to the
Acquisition should be made only on the basis on the information
contained in the Scheme Document.
This announcement does not constitute a prospectus or a
prospectus equivalent document.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange,
the Listing Rules and the City Code on Takeovers and Mergers 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 Shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom or the United States
may be restricted by law and/or regulations. Persons who are not
resident in the United Kingdom or the United States or who are
subject to the laws and regulations of other jurisdictions should
inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Bidco or required by the Takeover
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 Acquisition by any such use, means, instrumentality
or form 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 this announcement 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 this announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send them in, into or
from such jurisdictions where to do so would violate the laws in
those jurisdictions. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation), such Takeover Offer may not be made available directly
or indirectly, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction.
The availability of the Acquisition to Hansteen Shareholders who
are not resident in the United Kingdom (and, in particular, their
ability to vote their Scheme Shares with respect to the Scheme at
the Court Meeting, or to appoint another person as proxy to vote at
the Court Meeting on their behalf) 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, as any failure to comply
with such requirements 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 Acquisition shall
be subject to the applicable requirements of the Takeover Code, the
Panel, the London Stock Exchange, the Financial Conduct Authority
and the Listing Rules. Further details in relation to Overseas
Shareholders are contained in the Scheme Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Additional Information for US Investors
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the proxy
solicitation or tender offer rules under the US Exchange Act.
Accordingly, the Scheme will be subject to disclosure requirements
and practices applicable in the United Kingdom to schemes of
arrangement, which are different from the disclosure requirements
of the US under the US Exchange Act. The financial information
included in this announcement and the Scheme documentation has been
or will have been prepared in accordance with accounting standards
applicable in the UK 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.
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
Hansteen Shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since
Hansteen is located in a country other than the US, and all of its
officers and directors are 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.
Forward Looking Statements
This announcement (including information incorporated by
reference in the announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and Hansteen
contain certain forward-looking statements, beliefs or opinions,
with respect to the financial condition, results of operations and
business of Bidco and Hansteen. 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", "envisage",
"estimate", "intend", "plan", "goal", "believe", "hope", "aims",
"continue", "will", "may", "should", "would", "could", or other
words of similar meaning. These statements are based on assumptions
and assessments made by Hansteen, and/or Bidco, in light of their
experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. 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 and the factors
described in the context of such forward-looking statements in this
announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given by Hansteen and Bidco that
such expectations will prove to have been 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. Neither Hansteen nor Bidco assumes any obligation and
Hansteen and Bidco disclaim any intention or obligation, to update
or correct the information contained in this announcement (whether
as a result of new information, future events or otherwise), except
as required by applicable law or regulation (including under the
Listing Rules and the Disclosure Guidance and Transparency Rules of
the FCA).
EXCEPT AS EXPRESSLY PROVIDED IN THIS ANNOUNCEMENT, THE
FORWARD-LOOKING STATEMENTS HAVE NOT BEEN REVIEWED BY THE AUDITORS
OF HANSTEEN, BLACKSTONE OR BIDCO OR THEIR RESPECTIVE FINANCIAL
ADVISERS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN
RISKS AND UNCERTAINTIES THAT COULD SIGNIFICANTLY AFFECT EXPECTED
RESULTS AND ARE BASED ON CERTAIN KEY ASSUMPTIONS. THERE ARE SEVERAL
FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING STATEMENTS. AMONG THE
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS IS THE
SATISFACTION OF THE CONDITIONS, AS WELL AS ADDITIONAL FACTORS SUCH
AS CHANGES IN GLOBAL, POLITICAL, ECONOMIC, BUSINESS, COMPETITIVE,
MARKET AND REGULATORY FORCES, FUTURE EXCHANGE AND INTEREST RATES,
CHANGES IN TAX RATES AND FUTURE BUSINESS COMBINATIONS OR
DISPOSITIONS. SUCH FORWARD LOOKING STATEMENTS SHOULD THEREFORE BE
CONSTRUED IN THE LIGHT OF SUCH FACTORS. NEITHER BIDCO NOR HANSTEEN,
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 WILL ACTUALLY
OCCUR.
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 Hansteen's website at
https://www.hansteen.co.uk/investors. For the avoidance of doubt,
the contents of those websites are not incorporated into and do not
form part of this announcement.
You may request a hard copy of the Scheme Document and all
information incorporated into the Scheme Document by reference to
another source by contacting Link Asset Services during normal
business hours on 0371 664 0321 from within the UK or +44 (0)371
664 0321 if calling from outside the UK or by submitting a request
in writing to Link Asset Services, PSX1, The Registry, 34 Beckenham
Road, Beckenham, Kent, England BR3 4TU. Calls are charged at the
standard geographic rate and will vary by provider. You may also
request that all future documents, announcements and information to
be sent to you in relation to the Acquisition should be in hard
copy form.
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
SOAUPUMGPUPUUBQ
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