TIDMTHB
RNS Number : 3933T
THB Group PLC
06 December 2011
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
6 December 2011
THB Group plc ("THB" or the "Company")
Posting of Scheme Document
Capitalised terms in this announcement have the same meanings as
set out in the Scheme Document.
On 14 November 2011, the Independent Directors and the Board of
Directors of Taurus Acquisition Limited ("Bidco") announced that
they had reached agreement on the terms of a recommended cash offer
under which it is proposed that Bidco will acquire the entire
issued ordinary share capital of THB (the "Acquisition"). Bidco is
a newly incorporated company formed at the direction of and
controlled by AmWINS for the purpose of making the Acquisition and
is a member of the AmWINS Group. It is intended that the
Acquisition will be implemented by way of a Court sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006.
THB announces that it has yesterday posted a scheme document to
shareholders (the "Scheme Document"), containing further
information on the Scheme and convening the Court Meeting and the
THB General Meeting for 1.00 p.m., and 1.30 p.m. respectively on 3
January 2012 at the offices of THB, 107 Leadenhall Street, London
EC3A 4AF at which resolutions will be proposed to approve the
Scheme. Subject to the approval of Shareholders and the sanction of
the Court, it is expected that the Scheme will be implemented in
January 2012.
Full details of the Court Meeting and the THB General Meeting
and information on both THB and Bidco are set out in the Scheme
Document.
The Annual Report and Accounts of THB for the financial year
ended 31 October 2010 and the Interim Results of THB for the six
months ended 30 April 2011 are available for viewing at
www.thbgroup.com.
Further details of the Scheme and the terms and conditions of
the Acquisition are contained in the Scheme Document.
Expected timetable of principal events:
Latest time for receipt of the WHITE Form of 6.00 p.m. on 30
Proxy for the Court Meeting December 2011
Latest time for receipt of the BLUE Form of 6.00 p.m. on 30
Proxy for the General Meeting December 2011
Voting Record Time for the Meetings 6.00 p.m. on 30
December 2011
Court Meeting (of Independent Scheme Shareholders) 1.00 p.m. on 3
January 2012
General Meeting (of THB Shareholders) 1.30 p.m. on 3
January 2012
Scheme Record Time 6.00 p.m. on 18
January 2012
Court Hearing (to sanction the Scheme) 19 January 2012
Last day of dealings in, and for registration 20 January 2012
of transfers of, and disablement of CREST, of
THB Shares
Reduction of Capital Hearing Record Time 6.00 p.m. on 20
January 2012
Reduction of Capital Hearing Date (to confirm 23 January 2012
Reduction of Capital)
Effective Date of the Scheme 24 January 2012
Cancellation of admission to trading of THB 24 January 2012
Shares from AIM and the PLUS-traded market
Latest date for despatch of consideration/cheques 7 February 2012
Long-Stop Date 31 March 2012
A copy of this announcement and the Scheme Document will be made
available on the Company's website at www.thbgroup.com by no later
than 12 noon on 6 December 2011.
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
AmWINS Tel: +1 704 749 2700
William Nichols
Evercore Partners Tel: +44 (0)20 7653 6000
(Financial adviser to AmWINS,
AmWINS Global and Bidco)
Mark Hennessy
Announcement Not an Offer
This Announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for or an invitation
to purchase or subscribe for any securities or a solicitation of
any vote or approval or an offer to buy any securities, pursuant to
this Announcement or otherwise, in any jurisdiction in which such
an offer or solicitation is unlawful, and nor shall there be any
sale, issuance or transfer of securities of THB in any such
jurisdiction.
The Acquisition will be made solely pursuant to the terms of the
Scheme Document, which will contain the full terms and conditions
of the Acquisition, including details of how to vote in respect of
the Acquisition. Any decision in respect of, or other response to,
the Acquisition should be made only on the basis of the information
contained in the Scheme Document. Scheme Shareholders are advised
to read the formal documentation in relation to the Acquisition
carefully, once it has been dispatched.
Advisers' Responsibilities
Keefe, Bruyette & Woods, which is authorised and regulated
in the United Kingdom by the FSA, is acting as financial adviser to
THB and no other party in connection with the Acquisition. Keefe,
Bruyette & Woods will not regard any person (whether or not a
recipient of this document) other than THB as its client in
relation to the Acquisition and accordingly, Keefe, Bruyette &
Woods will not be responsible to anyone other than THB for
providing the protections afforded to clients of Keefe, Bruyette
& Woods or for providing advice in relation to the
Acquisition.
Daniel Stewart, which is authorised and regulated in the United
Kingdom by the FSA, is acting as a nominated adviser to THB and no
other party in connection with the Acquisition and will not be
responsible to any other person other than THB for providing the
protections afforded to clients of Daniel Stewart or for providing
advice in relation to the Acquisition.
Evercore Partners, through Evercore Group and Evercore
International, is acting as financial adviser to AmWINS, AmWINS
Global and Bidco and no one else in connection with the Acquisition
and will not be responsible to any person other than AmWINS, AmWINS
Global and Bidco for providing the protections afforded to clients
of Evercore Partners, nor for providing advice in relation to the
Acquisition or any matters referred to herein. Evercore Group is a
broker-dealer registered with the US Securities and Exchange
Commission and is a member of the Financial Industry Regulatory
Authority in the United States. Evercore International is
authorised and regulated in the United Kingdom by the FSA.
Notice to Overseas Holders of Scheme Shares
The availability of the Acquisition or the distribution of this
Announcement to Scheme Shareholders who are not resident in the
United Kingdom may be affected by the laws of their relevant
jurisdictions in which they are located or of which they are
citizens. Such persons should inform themselves of, and observe,
any applicable legal or regulatory requirements of their
jurisdictions. Scheme Shareholders who are in any doubt regarding
such matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay. Further details
in relation to overseas shareholders will be contained in the
Scheme Document.
This Announcement has been prepared in accordance with English
law and the Code and information disclosed may not be the same as
that which would have been prepared in accordance with the laws and
jurisdictions outside England.
Notice to US Holders of Scheme Shares
US Persons should note that the Scheme relates to the shares of
a UK company and will be governed by English law. Neither the proxy
solicitation nor the tender offer rules under the US Securities
Exchange Act of 1934, as amended, will apply to the Scheme.
Moreover, the Scheme will be subject to the disclosure requirements
and practices applicable in the UK to schemes of arrangement, which
differ from the disclosure requirements of the US proxy
solicitation rules and tender offer rules. 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 UK 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.
It may be difficult for US holders of Scheme Shares to enforce
any rights and claims arising out of US federal securities laws,
since THB is not located in the United States, and some or all of
its officers and directors may be residents of countries other than
the United States. US holders of Scheme Shares 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 judgment.
The receipt of cash pursuant to the Acquisition by a US holder
of Scheme Shares as consideration for the transfer of Scheme Shares
pursuant to the Acquisition 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 holder of Scheme
Shares is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him.
If, in the future, Bidco exercises its right to implement the
Acquisition by way of an Offer, which is to be made in the United
States, such an Offer will be made in compliance with the
applicable US laws and regulations.
Restricted Jurisdictions
Copies of this Announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction. If the Acquisition
is implemented by way of an Offer (unless otherwise determined by
Bidco and permitted by applicable law and regulation), the Offer
may not be made, directly or indirectly, in or into or by the use
of the mails of, or by any other means or instrumentality
(including, without limitation, electronic mail, facsimile
transmission, telex, telephone, internet or other forms of
electronic communication) of interstate or foreign commerce of, or
any facility of a national state or securities exchange of any
Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or facility.
No Listing Authority Review or Approval
No listing authority or equivalent has reviewed, approved or
disapproved of this Announcement or any of the terms or Conditions
of the Acquisition described in this Announcement.
Bidco's Right to Switch to an Offer
Bidco reserves the right to elect (with the consent of the Panel
(where necessary)) to implement the acquisition of the entire
issued and to be issued ordinary share capital of THB by way of an
Offer. In such event, the Offer will be implemented on
substantially the same terms, subject to appropriate amendments, as
those which would apply to the Scheme. Further, if sufficient
acceptances of such Offer are received and/or sufficient THB Shares
are otherwise acquired, it is the intention of Bidco to apply the
provisions of the Companies Act to acquire compulsorily any
outstanding THB Shares to which such acquisition relates.
Forward-Looking Statements
This Announcement, oral statements made regarding the
Acquisition and other information published by AmWINS and/or THB or
their respective affiliates, may include statements that are, or
may be deemed to be, forward-looking. These statements are based on
the current expectations of the management of AmWINS and/or THB (as
applicable) and are naturally subject to uncertainty and changes in
circumstances. The forward-looking statements contained herein may
include statements about the expected effects of the Acquisition,
the expected timing and scope of the Acquisition, anticipated
earnings enhancements, estimated cost savings and other synergies,
costs to be incurred in achieving synergies, potential disposals
and other strategic options and all other statements in this
Announcement other than historical facts.
Forward-looking statements include, without limitation,
statements that typically contain words such as: "will", "may",
"should", "could", "continue", "believes", "expects", "intends",
"estimates", "anticipates", "aims", "targets", "plans" and
"forecasts" or words of similar import. The forward-looking
statements involve risks and uncertainties that could cause actual
results to differ materially from those expressed in the
forward-looking statements. Many of these risks and uncertainties
relate to factors that are beyond the ability of the person making
the statement to control or estimate precisely, such as future
market conditions and the behaviour of other market participants.
Other unknown or unpredictable factors could also cause actual
results to differ materially from those in the forward-looking
statements. Therefore investors should not place undue reliance on
such statements as a prediction of actual results. AmWINS and THB
and their respective affiliates assume no obligation and do not
intend to update these forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required pursuant to applicable law.
Publication on Website and Hard Copies Available
A copy of this announcement will be made available, free of
charge, at www.thbgroup.com by no later than 12 noon (London time)
on 6 December 2011. Hard copies of this announcement may be
obtained from Daniel Stewart & Company plc, Becket House, 36
Old Jewry, London EC2R 8DD or by calling Paul Shackleton or James
Felix on +44(0) 20 7776 6560 and submitting a request. 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.
Disclosure requirements of the Takeover Code (the "Code")
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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