TIDMTHB
RNS Number : 3364S
THB Group PLC
18 November 2011
18 November 2011
THB Group plc ("THB")
Update following 2.7 Announcement
Following the announcement made on Monday 14 November 2011 (the
Announcement) pursuant to Rule 2.7 of the City Code on Takeovers
and Mergers in respect of the recommended proposal for the
acquisition of THB by Taurus Acquisition Limited (the Acquisition)
to be implemented by way of a scheme of arrangement (the Scheme),
THB hereby provides an update in relation to the following
matters:
1. Transfer of ordinary shares in THB
THB confirms that a total of 1,354,251 ordinary shares of 10p
each in the issued share capital of THB were transferred yesterday
between 12 THB shareholders and their respective spouses or other
family members. All of these transfers have taken place between
certain members of senior management and employees of THB and their
spouses or other family members.
Following completion of these transfers: a) the total number of
THB shares being reinvested by Participating Staff (as defined in
the Announcement) and b) the total number of THB Shares held by
Participating Staff that shall be subject to Rollover Agreements
(highlighted respectively in bold below) as set out in the second
and third paragraphs of section 12 of the Announcement
(Participating Staff Arrangements) are hereby amended as
follows:
"Bidco has agreed terms with the Participating Staff pursuant to
which the Participating Staff will, upon the Scheme becoming
Effective, subscribe for AmWINS Global B Shares, AmWINS Global C
Shares (in some cases) and Junior Loan Notes (i) in cash; and/or
(ii) by way of reinvestment of all or part of their proceeds owed
by Bidco to them under the Scheme in consideration for their Scheme
Shares (being 4,646,304 THB Shares in aggregate).
It is proposed that the remaining 2,472,538 THB Shares held by
the Participating Staff (being the Rollover Shares) will be subject
to the Rollover Arrangements pursuant to which certain of the
Participating Staff have entered into the following agreements
(both of which are subject to the Scheme becoming Effective):
-- with Bidco pursuant to which the Participating Staff member
will exchange his Rollover Shares for ordinary shares in Bidco;
and
-- with AmWINS Global pursuant to which, subject to completion
of the above agreement, the Participating Staff member will
exchange his ordinary shares in Bidco for AmWINS Global B Shares,
AmWINS Global C Shares (in some cases) and Junior Loan Notes."
2. Exercise of existing PWSEA call option and issue of new ordinary shares in THB
THB confirms that a total of 1,799,523 ordinary shares of 10p
each (New Ordinary Shares) in the share capital of THB were issued
yesterday to four minority shareholders (the PWSEA Minority
Shareholders) of THB's indirect subsidiary, PWS East Asia Pte
Limited (PWSEA) as partial consideration following the exercise of
an existing call option held by THB's indirect subsidiary, THB Asia
Pacific Holdings Pte Limited over the remaining 40% of the issued
shares of PWSEA held by the PWSEA Minority Shareholders, under the
terms of a shareholders' agreement relating to PWSEA.
Application has been made for the New Ordinary Shares, ranking
pari passu in all respects with the existing ordinary shares of THB
in issue, to be admitted to trading on the AIM Market of the London
Stock Exchange (the Admission). It is expected that the dealing in
the New Ordinary Shares will commence on 23 November 2011.
Following Admission of the New Ordinary Shares, THB will have
38,038,552 ordinary shares of 10p each in issue.
THB's ISIN code is GB0032008293.
3. Additional irrevocable undertaking received in connection with the proposed Acquisition
Following the Announcement, THB is pleased to announce that
Taurus Acquisition Limited has received from Karen Ellis an
additional irrevocable undertaking to vote in favour of the Scheme
(or in the event that the Acquisition is implemented by way of a
takeover offer (the Offer), to accept or procure acceptances of
such an Offer), in respect of 1,070,578 ordinary shares in the
share capital of THB, representing approximately 4.4 per cent. of
those existing issued ordinary shares in THB in respect of which
the shareholders of THB will be entitled to vote in respect of the
Scheme.
Taurus Acquisition Limited has now received in total irrevocable
undertakings to vote in favour of the Scheme in respect of
13,356,903 ordinary shares of 10p each in the share capital of THB,
representing approximately 55.2 per cent. of those existing issued
shares in THB in respect of which the shareholders of THB will be
entitled to vote.
Following the transfers of ordinary shares in THB set out in
section 1 of this update above, as well as receipt of the
additional irrevocable undertaking set out in this section 3, the
updated details of the irrevocable undertakings as set out in
Appendix 3 of the Announcement are:
Independent Scheme Shareholders
The following Independent Scheme Shareholders have given
irrevocable commitments to vote in favour of the Scheme at the
Court Meeting (or, in the event the Acquisition is implemented by
an Offer, to accept or procure acceptances of such Offer) in
respect of their own beneficial holdings of Independent Scheme
Shares (or those Independent Scheme Shares over which they have
control):
Name Number of Independent Value of the Percentage of
Scheme Shares Independent THB Shares eligible
Scheme Shares for voting (Court
(GBP) Meeting)(%)
Gillian Mary Cotter 320,000 257,760 1.3
John Anthony Cotter 300,000 241,650 1.2
Ian George Donald 799,779 644,222 3.3
Thomas John Duggan 2,450,000 1,973,475 10.1
Karen Ellis 1,070,578 862,351 4.4
Nigel Moorhouse 220,350 177,492 0.9
David Maurice
Saville 2,450,000 1,973,475 10.1
David Ulph 3,076,500 2,478,121 12.7
Joanna Ulph 600,000 483,300 2.5
Guilford Services
Limited 750,000 604,125 3.1
Henderson Global
Investors Limited 1,319,696 1,063,015 5.5
TOTAL 13,356,903 10,758,985 55.2
THB Shareholders
The following THB Shareholders (excluding the Participating
Staff) have given irrevocable commitments to vote in favour of the
Resolutions to be proposed at the General Meeting in respect of
their own beneficial holdings of THB Shares (or those THB Shares
over which they have control):
Name Number of Value of Percentage Percentage
THB Shares the Independent of THB Shares of THB Shares
Scheme Shares eligible eligible
(GBP) for voting for voting
(Special (Ordinary
Resolution)(%) Resolution)(%)
Gillian Mary
Cotter 320,000 257,760 0.8 1.3
John Anthony
Cotter 300,000 241,650 0.8 1.2
Ian George Donald 799,779 644,222 2.1 3.3
Thomas John Duggan 2,450,000 1,973,475 6.4 10.1
Karen Ellis 1,070,578 862,351 2.8 4.4
Nigel Moorhouse 220,350 177,492 0.6 0.9
David Maurice
Saville 2,450,000 1,973,475 6.4 10.1
David Ulph 3,076,500 2,478,121 8.1 12.7
Joanna Ulph 600,000 483,300 1.6 2.5
Guilford Services
Limited 750,000 604,125 2.0 3.1
Henderson Global
Investors Limited 1,319,696 1,063,015 3.5 5.5
TOTAL 13,356,903 10,758,985 35.1 55.2
TOTAL (including
Participating
Staff) 25,478,551 - 67.0 -
Participating Staff
The following Participating Staff have given irrevocable
commitments: (i) not to vote on the Scheme at the Court Meeting
(or, in the event the Acquisition is implemented by an Offer, to
accept or procure acceptances of such Offer); (ii) not to vote on
the Ordinary Resolution to be proposed at the General Meeting in
respect of those THB Shares which they irrevocably commit at the
date of the Announcement (comprising 12,121,648 THB Shares in
aggregate); and (iii) to vote in favour of the Special Resolution
to be proposed at the General Meeting in respect of such THB
Shares:
Martin Allain Craig Douglas Kingaby
Ronald Benedit Paul Lindeboom
Russell Paul Bowman Steve Matanle
Dominic Calcott Francis Michael Murphy
Joaquim M da Cruz Caria Paul John Murphy
Steven David Carr Darren Nightingale
Nicholas Cochrane Anthony John Preston
Mark David Franklin Cody Lee Price
Michael Ronald Cole Simon Read
Paul David Croome Lee Andrew Richardson
Cliff Downing Juan Ramon Rivera
Tony Alan Driver Paul Sammons
Chris Francis Ivor John Southgate
Roddy Graham Victor Herbert Thompson
Mark Edward Hackett David Tompkins
Matthew David Horlock Robert Stephen Wilkinson
Paul Charles Johnson Stephen Colin Willsmer
Jane Joslin
All of the irrevocable undertakings mentioned above will lapse
if: (i) the Scheme is withdrawn in accordance with its terms and
Taurus Acquisition Limited fails to make an Offer within ten
business days from the date that the Scheme is withdrawn; (ii) the
Scheme lapses; (iii) in the event that Taurus Acquisition Limited
makes an Offer, the Offer lapses or is withdrawn; or (iv) a formal
document containing the terms of the Scheme or the Offer is not
dispatched to the Scheme Shareholders (as defined in the
Announcement) on or before the date which is 28 days from the date
of the Announcement or such later date as the Panel on Takeovers
and Mergers may agree to.
In addition, the irrevocable undertaking of Henderson Global
Investors Limited will cease to be binding if a third party
announces under Rule 2.7 of the Code an offer or scheme of
arrangement to acquire the whole of the issued share capital of THB
not later than 12.00 noon on the twenty-first day following the
posting of the Scheme Document, which values the THB Shares at a
price per share being at least 10% higher than the amount equal to
the price per THB Share offered under the Scheme.
Enquiries
THB Tel: +44 (0)20 7469 0100
Rob Wilkinson
Keefe, Bruyette & Woods Tel: +44 (0)20 7663 5400
(Financial adviser to THB)
Nick Triggs / Max Cornu-Thenard
Daniel Stewart Tel: +44 (0)20 7776 6560
(Nominated adviser to THB)
Paul Shackleton / James Felix
Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is "interested" in
1% or more of any class of "relevant securities" of an offeree
company or of any paper 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 paper
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 paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code 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 paper offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a paper 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% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8 of the Code. A Dealing
Disclosure by a person to whom Rule 8.3(b) of the Code 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.
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 paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3 of the Code.
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 of
the Code).
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 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.
Terms in quotation marks and used in this section are defined in
the Code, which can also be found on the Panel's website. If you
are in any doubt as to whether or not you are required to disclose
a dealing under Rule 8 of the Code, you should contact an
independent financial adviser authorised by the FSA under FSMA or
consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on +44 (0) 20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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