TIDMGOR
RNS Number : 3237O
Gordon Dadds Group PLC
17 August 2017
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.
17 AUGUST 2017
RECOMMED OFFER
FOR
GORDON DADDS GROUP LIMITED (NOW RE-NAMED CULVER HOLDINGS
LIMITED) ("GORDON DADDS")
BY
WORK GROUP PLC (NOW RE-NAMED GORDON DADDS GROUP PLC) (the
"Company")
SQUEEZE-OUT OF OUTSTANDING GORDON DADDS SHARES
Following the announcement on 4 August 2017 that its offer for
the entire issued share capital of Gordon Dadds had become
unconditional in all respects having received valid acceptances
pursuant to the Offer in respect of approximately 98.8 per cent in
value and voting rights of Gordon Dadds, the Company has today
exercised its rights under sections 974 to 991 of the Companies Act
2006 to compulsorily acquire all of the outstanding Gordon Dadds
Shares in respect of which it has not already received valid
acceptances pursuant to the Offer. The compulsory purchase will
increase the number of ordinary shares of 1p in the capital of the
Company in issue to 28,597,310.
Notwithstanding the implementation of the compulsory acquisition
procedure under the Companies Act 2006, the Offer remains open for
acceptances in the usual way pursuant to the Offer until 5pm on
Thursday 17 August 2017. As at 5pm on 16 August 2017, further valid
acceptances pursuant to the Offer were received by the Company,
meaning that the Company has received in aggregate valid
acceptances pursuant to the Offer in respect of approximately 99
per cent. in value and voting rights of Gordon Dadds.
Further copies of the Offer Document and the Form of Acceptance
(and a form of indemnity for any lost or missing share certificate)
may be obtained by contacting the Company's Registrars
Computershare Investor Services PLC on 0370 707 1830. The helpline
is open between 8.30 am and 5.30 pm, Monday to Friday excluding
public holidays in England and Wales. Please note that
Computershare cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes. These documents are also available to download from the
Company's website www.gordondaddsgroup.com.
It is anticipated that the compulsory purchase procedure will
have completed by 30 September 2017.
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the Offer Document published
by the Company and dated 13 July 2017.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Gordon Dadds Group plc Via Newgate
Adrian Biles, Chief
Executive Officer
Christopher Yates, Chief
Financial Officer
Brett Aubin, Chief Operating
Officer
------------------------------- -------------------------------------
Allenby Capital Ltd,
Financial Adviser to
Work Group
Jeremy Porter / James
Thomas +44 (0)20 3328 5656
------------------------------- -------------------------------------
Arden Partners
John Llewellyn-Lloyd
Ciaran Walsh +44 (0) 20 7614 5900
------------------------------- -------------------------------------
Cairn Financial Advisers,
Rule 3 Adviser to Gordon
Dadds
Sandy Jamieson / Liam
Murray +44 (0)20 7213 0880
------------------------------- -------------------------------------
Newgate Communications +44 (0) 20 7680 6550
Adam Lloyd Email: gordondadds@newgatecomms.com
Lydia Thompson
James Ash
------------------------------- -------------------------------------
Important notices
Allenby Capital, which is authorised and regulated in the UK by
the FCA, is acting exclusively as financial adviser to the Company
in relation to the matters referred to in this announcement
("Transactions") and no-one else and will not be responsible to
anyone other than the Company for providing the protections offered
to clients of Allenby Capital nor for providing advice in relation
to the Transactions.
Arden Partners, which is authorised and regulated in the UK by
the FCA, is acting exclusively as nominated adviser and broker to
the Company in relation to the Transactions and no-one else and
will not be responsible to anyone other than the Company for
providing the protections offered to clients of Arden Partners nor
for providing advice in relation to the Transactions.
Cairn, which is authorised and regulated in the UK by the FCA,
is acting exclusively for Gordon Dadds as its Rule 3 adviser for
the purposes of the Takeover Code and for no one else in connection
with the Transactions and Cairn will not be responsible to anyone
other than Gordon Dadds for providing the protections afforded to
its clients or for providing advice in connection with the
Transactions.
Further information
This announcement is for information purposes only and does not
constitute, or form part of, any offer for or invitation to sell or
purchase any securities, or any solicitation of any offer for,
securities in any jurisdiction. This announcement does not
constitute a prospectus or a prospectus equivalent document. The
Offer is made solely pursuant to the Offer Document which contains
the full terms and conditions of the Offer, including details of
how to accept the Offer. Gordon Dadds Shareholders are advised to
read the formal documentation in relation to the Offer
carefully.
This announcement does not constitute or form part of any offer
or any solicitation to purchase or subscribe for securities in the
United States. The New Ordinary Shares have not been, and will not
be, registered under the US Securities Act of 1933, as amended ("US
Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States, and, absent registration,
may not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and the
securities laws of any relevant state or other jurisdiction of the
United States. There will be no public offering of the New Ordinary
Shares in the United States or elsewhere.
The New Ordinary Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Offer or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
The distribution of this announcement and the offering or sale
of the New Ordinary Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, or its
advisers, agents or affiliates that would, or which is intended to,
permit a public offer of the New Ordinary Shares in any
jurisdiction or possession or distribution of this announcement or
any other offering or publicity material relating to the New
Ordinary Shares in any jurisdiction where action for that purpose
is required. Persons into whose possession this announcement comes
are required by the Company to inform themselves about and to
observe any applicable restrictions.
No representation or warranty express or implied is, or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Company or by its advisers,
affiliates or agents as to or in relation to, the accuracy or
completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed. However, nothing in this announcement shall
be effective to limit or exclude liability for fraud or which
otherwise, by law or regulation, cannot be so limited or
excluded.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and, therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Failure to comply
with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. This announcement has
been prepared to comply with the requirements of the laws of
England, the AIM Rules and the rules of the London Stock Exchange
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.
The Offer will not be made, directly or indirectly, in or into,
and will not be capable of acceptance in or from, Canada, Australia
or Japan. In addition it is not currently intended that the Offer
will be made, directly or indirectly, in or into, or by use of
mails or any means or instrumentality (including, without
limitation, facsimile transmission, telephone or internet) of
interstate or foreign commerce of, or any facilities of a national
securities exchange of, the United States and it is not currently
intended that the Offer will be capable of acceptance by any such
use, means, instrumentality or facility or from within the United
States. Accordingly, copies of this announcement are not being, and
must not be, mailed or otherwise forwarded, distributed or sent in
or into or from the United States, Canada, Australia or Japan.
Custodians, nominees and trustees should observe these restrictions
and should not send or distribute the document in or into the
United States, Canada, Australia or Japan.
Forward-looking statements
This announcement may contain certain forward-looking statements
with respect to the financial condition, results of operations and
business of the Company or Gordon Dadds and certain plans and
objectives of the Company or Gordon Dadds with respect thereto.
These forward-looking statements can be identified by the fact that
they do not relate to historical or current facts. Forward-looking
statements also 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. These statements are based on
assumptions and assessments made by the Company in light of its
experience and its perception of historical trends, current
conditions, future developments and other factors it believes
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
document 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 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 document. the Company does not assume any
obligation to update or correct the information contained in this
document (whether as a result of new information, future events or
otherwise), except as required by the Panel, the Takeover Code or
by applicable law.
Forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this document.
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 are changes in the global, political,
economic, business and competitive environments, market and
regulatory forces, future exchange and interest rates, changes in
tax rates, and future business combinations or dispositions.
Other than in accordance with applicable legal and regulatory
obligation, neither the Company nor any member of the Company's
Group, nor Gordon Dadds nor any member of the Gordon Dadds Group
nor any of their respective members, associates, directors,
officers, employees, advisers or persons acting on their behalf, is
under any obligation and each of them expressly disclaims any
intention or obligation to update or revise any forward-looking
statements or other statements contained herein, whether as a
result of new information, future events or otherwise, except as
required by applicable law.
Except as expressly provided in this announcement, no forward
looking or other statements have been reviewed by the auditors of
the Company or Gordon Dadds. All subsequent oral or written forward
looking statements attributable to the Company or Gordon Dadds, any
member of the Company's Group or the Gordon Dadds Group or any of
their respective members, associates, directors, officers,
employees, advisers or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement
above.
Publication of this announcement
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
restricted jurisdictions, at www.gordondaddsgroup.com by no later
than 12.00 noon on the Business Day following this announcement.
Neither the contents of www.gordondaddsgroup.com, nor those of any
other website accessible from hyperlinks on
www.gordondaddsgroup.com, are incorporated into or 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 places in this
announcement may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures
that precede them.
Contents of this announcement
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom,
or, if not, from another appropriately authorised independent
financial adviser.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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