TIDMNARS
RNS Number : 1137O
Nationwide Accident Repair Srvs PLC
22 May 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
22 May 2015
FOR IMMEDIATE RELEASE
RECOMMENDED ACQUISITION OF
NATIONWIDE ACCIDENT REPAIR SERVICES PLC ("NARS" or the
"Company")
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
Results of Court Meeting and General Meeting
The NARS Board is pleased to announce that, at the Court Meeting
and the General Meeting held earlier today in connection with the
recommended acquisition by CSP Bidco of the entire issued and to be
issued ordinary share capital of NARS to be effected by way of a
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"), NARS Shareholders voted to:
- approve the Scheme by the necessary majority at the Court
Meeting; and
- pass the three resolutions proposed at the General Meeting,
namely:
- the special resolution to approve the Scheme and authorise the
directors of the Company to take actions as appropriate to carry
the Scheme into full effect, including amendment of the Company's
articles of association;
- the special resolution, subject to the Scheme becoming
effective, to approve re-registration of the Company as a private
limited company and with effect from the re-registration, for
private company articles of association to be adopted; and
- the ordinary resolution to approve the Management
Arrangements, pursuant to which, inter alia, the Managers will be
entitled to receive consideration on different terms than other
NARS Shareholders.
Details and the full text of these resolutions passed are set
out in the notices of the Court Meeting and General Meeting
contained in the scheme document dated 28 April 2015 sent or made
available to NARS Shareholders (the "Scheme Document").
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document. All percentages have been rounded to
two decimal places.
Voting results of the Court Meeting
At the Court Meeting, the Scheme was approved by the requisite
majority on a poll vote. A majority in number of the Scheme
Shareholders who voted (either in person or by proxy), representing
over 75 per cent. in value of the Scheme Shares held by the Scheme
Shareholders who voted (either in person or by proxy), voted to
approve the Scheme. The details of the votes cast at the Court
Meeting were as follows:
Results Number of Percentage Number of Scheme Percentage of
of Court Scheme Shares of Scheme Shareholders Scheme Shareholders
Meeting voted Shares voted who voted who voted
----------- --------------- -------------- ----------------- ---------------------
FOR 28,566,715 99.82% 79 91.86%
----------- --------------- -------------- ----------------- ---------------------
AGAINST 52,684 0.18% 7 8.14%
----------- --------------- -------------- ----------------- ---------------------
TOTAL 28,619,399 100.00% 86 100.00%
----------- --------------- -------------- ----------------- ---------------------
Voting results of the General Meeting
At the General Meeting, the special resolutions to approve the
Scheme and the re-registration of the Company were passed by the
requisite majorities on a show of hands, and the ordinary
resolution to approve the Management Arrangements was passed by the
requisite majority taken on a poll vote. The results of the poll
vote on the third resolution and the proxies received for the first
two resolutions at the General Meeting were as follows:
FOR AGAINST TOTAL WITHHELD
--------------------------- -------------------- ------------------- ------------- -------------
Special/ordinary No. of % No. of % No. of Votes No. of Votes
resolution Votes Votes Votes Votes
--------------------------- ----------- ------- ---------- ------- ------------- -------------
Special resolution
to approve the
Scheme and authorise
the directors
of the Company
to take actions
as appropriate
to carry the Scheme
into full effect,
including amendment
of the articles
of association. 30,043,757 94.05% 1,900,822 5.95% 31,944,579 0
--------------------------- ----------- ------- ---------- ------- ------------- -------------
Special resolution
to approve the
re-registration
of the Company
as a private limited
company and adoption
of new articles
of association. 30,044,607 94.05% 1,899,972 5.95% 31,944,579 0
--------------------------- ----------- ------- ---------- ------- ------------- -------------
Ordinary resolution
to approve the
Management Arrangements
whereby the Managers
will be entitled
to receive consideration
on different terms
than other NARS
Shareholders. 28,649,024 93.71% 1,923,322 6.29% 30,572,346 20,882
--------------------------- ----------- ------- ---------- ------- ------------- -------------
In relation to the ordinary resolution to approve the Management
Arrangements, which was a vote of independent shareholders, not
including Michael Wilmshurst, and was taken on a poll at the
General Meeting:
1. the issued share capital of the Company at the date of the
meeting was 43,197,220 ordinary shares with voting rights;
2. votes were tendered in respect of 30,572,346 ordinary shares,
being 70.77 per cent. of the issued ordinary share capital of the
Company;
3. any proxy appointments which gave discretion to the Chairman
have been included in the votes "FOR" total; and
4. a vote withheld is not a vote in law and counts neither "For"
nor "Against" the resolutions.
Effective Date and Timetable
Completion of the Acquisition remains subject to satisfaction or
waiver of the other Conditions set out in the Scheme Document
including the sanction of the Scheme by the Court and the delivery
of a copy of the Court Order to the Registrar of Companies. The
expected timetable of principal events for the implementation of
the Scheme is set out on page vii of the Scheme Document and
partially reproduced in the Appendix to this announcement and it is
currently expected that the Court Hearing to sanction the Scheme
will take place on 3 June 2015. Subject to the Scheme receiving the
sanction of the Court and the satisfaction or waiver of the other
Conditions, the Scheme is expected to become Effective on 3 June
2015 with cheques being despatched or settlement through CREST
occurring within 14 days of the Scheme becoming Effective.
As announced by NARS on 28 April 2015, NARS has applied to the
London Stock Exchange for trading in NARS Shares on AIM to be
suspended with effect from 7.30 a.m. (London time) on 3 June
2015.
If any of the key dates set out in the expected timetable
change, NARS will give notice of this change by issuing an
announcement through a Regulatory Information Service. Such
announcement will, subject to certain restrictions, also be
available on NARS's website at
http://corporate.nationwiderepairs.co.uk/investor-relations/information-takeover.
Subject to certain restrictions, a copy of this announcement and
the amended articles of association of the Company will also be
available 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 Limited
(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.
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
The following dates are indicative
only and
are subject to change(1)
Last day of dealings in NARS The last business day before
Shares 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 Scheme 3 June 2015 (1)
De-listing of NARS Shares 7.00a.m. on the business day
Despatch of cheques and crediting following the Effective Date
of CREST for cash consideration (1)
due under the Scheme Within 14 days of the Effective
Date
Long-Stop Date 31 August 2015 (2)
1 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.
2 Or such later date, if any, as NARS and CSP Bidco may agree
and the Panel and Court (if necessary) may allow.
All references in this document to times are to London time
unless otherwise stated.
-----------------------------------------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMSEDFIEFISEEI
Nationwide Accident Repair Svc (LSE:NARS)
Historical Stock Chart
From Apr 2024 to May 2024
Nationwide Accident Repair Svc (LSE:NARS)
Historical Stock Chart
From May 2023 to May 2024