TIDMNARS
RNS Number : 5869L
Nationwide Accident Repair Srvs PLC
28 April 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
28 April 2015
FOR IMMEDIATE RELEASE
RECOMMENDED ACQUISITION OF
NATIONWIDE ACCIDENT REPAIR SERVICES PLC ("NARS")
by
CANAVERAL BIDCO LIMITED ("CSP Bidco")
an indirect wholly owned subsidiary of
CSP III AIV (Cayman), L.P.
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Posting of Scheme Document
Further to the announcement under Rule 2.7 of the Takeover Code
regarding the recommended cash offer for NARS by CSP Bidco released
on 1 April 2015, which is to be implemented by a Court-sanctioned
Scheme of Arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"), the Board of NARS is pleased to announce that it will be
posting the Scheme Document to NARS Shareholders today.Terms and
expressions in this announcement shall, unless the context
otherwise requires, have the same meanings as given to them in the
Scheme Document.
As described in the Scheme Document, to become effective the
Scheme will require, amongst other things, the approval of NARS
Independent Shareholders at the Court Meeting and General Meeting.
In addition, the Scheme must be sanctioned by the Court.
NARS Shareholders will shortly receive, amongst other documents,
a copy of the Scheme Document and the Forms of Proxy required to
vote at the Court Meeting and General Meeting. The Scheme Document
contains, amongst other things, the background to and reasons for
the acquisition, the full terms and conditions of the Scheme,
expected timetable of principal events, the notice of the Court
Meeting, the notice of the General Meeting and details of the
actions to be taken by the NARS Shareholders. NARS Shareholders
should carefully read the Scheme Document in its entirety before
making a decision with respect to voting. As set out in Scheme
Document, both the Court Meeting and the General Meeting will be
held on 22 May 2015 at the offices of Bircham Dyson Bell LLP, 50
Broadway, London, SW1H 0BL, with the Court Meeting to commence at
10.00 a.m. and the General Meeting to commence at 10.10 a.m. (or as
soon thereafter as the Court Meeting is concluded or adjourned).
Notices of the Court Meeting and the General Meeting are set out in
the Scheme Document.
Actions to be taken by NARS Shareholders are set out within the
Scheme Document. NARS Shareholders are asked to complete and return
both Forms of Proxy in accordance with the instructions within the
Scheme Document as soon as possible, but in any event so as to be
received by NARS's registrars, Capita Registrars, not later than 48
hours before the relevant meeting (excluding any part of such 48
hour period falling on a weekend or a public holiday in the UK).
NARS Shareholders who hold NARS Shares in CREST may also appoint a
proxy using CREST by following the instructions set out within the
Scheme Document. If the pink form of proxy for the Court Meeting is
not lodged by the relevant time, it may be handed to the Chairman
of the Court Meeting at the Court Meeting. However, in the case of
the General Meeting, if the white form of proxy is not lodged by
the relevant time, it will be invalid.
Shareholders should be aware that on completion of the
Acquisition, the Company will become a wholly-owned subsidiary of
CSP Bidco and NARS Shareholders should note that if the Scheme is
approved at the NARS Meetings and the Acquisition completes,
trading in the NARS Shares will be cancelled. A request has been
made to the London Stock Exchange to cancel trading in the NARS
Shares on AIM at 7.00am on the business day following the Effective
Date without seeking the separate approval of NARS Shareholders
under Rule 41 of the AIM Rules for Companies.
It is also expected that trading of the NARS shares on AIM will
be suspended at 7:30 a.m. on 3 June 2015.
Following the AIM cancellation, NARS Shares will not be quoted
on any publicly quoted market in the United Kingdom or
elsewhere.
Share certificates in respect of NARS Shares will cease to be
valid and should be destroyed upon the Scheme taking effect. In
addition, entitlements held within CREST to NARS Shares will be
cancelled upon, or shortly after, the Scheme taking effect. As soon
as possible after completion of the Acquisition, it is intended
that NARS will be re-registered as a private limited company.
If NARS Shareholders have any questions about the Scheme
Document, the Court Meeting or the General Meeting, or are in any
doubt as to how to complete the forms of proxy, NARS Shareholders
are encouraged to call Capita Asset Services between 8.30 a.m. and
5.30 p.m. Monday to Friday (except public holidays) on 0871 664
0321 (from within the UK) or +44 20 8639 3399 (from outside the
UK). Calls will be charged at national or international rates as
the case may be. Please note that calls may be monitored or
recorded and Capita Asset Services cannot provide legal, tax or
financial advice or advice on the merits of the Scheme.
A detailed timetable of principal events is set out in the
Appendix to this announcement. These dates are indicative only and
will depend, amongst other things, on the date on which the Court
sanctions the Scheme. If the expected dates change, NARS will give
notice of the changes in an announcement through a Regulatory
Information Service.
Copies of the Scheme Document are available for inspection on
NARS's website at
http://corporate.nationwiderepairs.co.uk/investor-relations/information-takeover.
Enquiries:
Nationwide Accident Repair Services PLC
Michael Marx +44 (0)20 7535 2650
Westhouse Securities
(Financial Adviser, Nominated Adviser and Corporate Broker to
NARS)
Robert Finlay
Antonio Bossi +44 (0)20 7601 6100
Important notices
Westhouse Securities Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
as financial adviser, nominated adviser and broker to NARS and
no-one else in connection with the Acquisition and other matters
described in this announcement, and will not be responsible to
anyone other than NARS for providing the protections afforded to
clients of Westhouse Securities Limited nor for providing advice in
relation to the Acquisition, the contents of this announcement or
any other matter referred to herein.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Acquisition or otherwise. 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.
This announcement has been prepared for the purpose of complying
with the laws of England and Wales 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.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Any failure to comply with the applicable
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.
Notice to US investors in NARS: the Acquisition relates to the
shares of an English company and is being made by means of a scheme
of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules
under the US Exchange Act. Accordingly, the Acquisition is subject
to the disclosure requirements and practices applicable in the
United Kingdom to schemes of arrangement which differ from the
disclosure requirements of United States tender offer and proxy
solicitation rules. If, in the future, CSP Bidco exercises the
right to implement the Acquisition by way of a takeover offer and
determines to extend the offer into the United States, the
Acquisition will be made in compliance with applicable United
States laws and regulations. Financial information included in this
announcement and the Scheme Document has been or will have been
prepared in accordance with accounting standards applicable in the
United Kingdom that 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. No US federal or state securities
commission has: (a) approved, disapproved, endorsed or recommended
the Acquisition; (b) passed upon the merits or fairness of the
Acquisition; or (c) expressed a view on the adequacy of this
document. Any representation to the contrary is a criminal offence
in the United States.
Unless otherwise determined by NARS or required by the Code, and
permitted by applicable law and regulation, the Acquisition will
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 offer 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 distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The receipt of cash pursuant to the Scheme by US Shareholders as
consideration for the transfer of their NARS Shares pursuant to the
Scheme may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each NARS Shareholder (including US
Shareholders) is urged to consult his independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to him.
The availability of the Scheme Document to NARS 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.
No steps have been taken, nor will any steps be taken, to extend
the Acquisition into Japan, South Africa or Australia and no
regulatory clearances in respect of the Scheme Document have been,
or will be, applied for in any other jurisdiction.
The Scheme Document will be subject to the applicable
requirements of the Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the UK Listing Authority.
Disclosure requirements of the 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 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 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,
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 Panel's website at http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)207
638 0129.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by NARS Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from CSP Bidco may be provided to CSP Bidco during the Offer Period
as requested under Section 4 of Appendix 4 of the Code to comply
with Rule 2.12(c) of the Code.
Publication on website
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions on NARS's website at
http://corporate.nationwiderepairs.co.uk/investor-relations/information-takeover
by no later than 12 noon (London time) on the day following this
announcement. For the avoidance of doubt, the contents of this
website are not incorporated into and not do form part of this
announcement.
Requesting hard copy documents
In accordance with Rule 30.2 of the Code, a person so entitled
may request a copy of this announcement and any information
incorporated into it by reference to another source in hard copy
form. A person may also request that all future documents,
announcements and information to be sent to that person in relation
to the Offer should be in hard copy form. For persons who receive a
copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent
unless so requested from either NARS by contacting Westhouse
Securities on +44 (0)207 601 6100.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Voting Record Time for 6.00 p.m. on 20 May 2015(1)
the Court Meeting and
the General Meeting
Latest time for lodging
forms of proxy for the:
Court Meeting (pink form) 10.00 a.m. on 20 May
2015(2)
General Meeting (white 10.10 a.m. on 20 May
form) 2015(3)
Court Meeting 10.00 a.m. on 22 May
2015
General Meeting 10.10 a.m. on 22 May
2015(4)
The following dates are
indicative only and are
subject to change(5)
Last day of dealings in The last business day
NARS Shares before the Court Hearing
Scheme Record Time 6.00p.m. on the last
business day before the
Court Hearing
Court Hearing 3 June 2015
Effective Date of the 3 June 2015(5)
Scheme
De-listing of NARS Shares 7.00a.m. on the business
Despatch of cheques and day following the Effective
crediting of CREST for Date(5)
cash consideration due Within 14 days of the
under the Scheme Effective Date
Long-Stop Date 31 August 2015(6)
1 If either the Court Meeting or the General
Meeting is adjourned, the Voting Record Time
for the relevant adjourned meeting will be 6.00
p.m. on the day which is two days prior to the
date of the adjourned meeting.
2 It is requested that pink forms of proxy for
the Court Meeting be lodged not later than 48
hours prior to the time appointed for the Court
Meeting. Pink forms of proxy not so lodged may
be handed to the Chairman of the Court Meeting
at the Court Meeting.
3 White forms of proxy for the General Meeting
must be lodged not later than 48 hours prior
to the time appointed for the General Meeting.
4 Or as soon thereafter as the Court Meeting
shall have concluded or been adjourned.
5 These dates are indicative only and will depend,
among other things, on the date upon which (i)
the Court sanctions the Scheme, and (ii) the
Court Order is delivered to the Registrar of
Companies.
6 Or such later date, if any, as NARS and CSP
Bidco may agree and the Panel may allow.
All references in this document to times are
to London time unless otherwise stated.
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