TIDMZPG
RNS Number : 0665P
ZPG PLC
23 May 2018
23 May 2018
Recommended acquisition
of
ZPG Plc ("ZPG")
by
Zephyr Bidco Limited ("Bidco")
a wholly-owned indirect subsidiary of funds managed by
Silver Lake Management Company V, LLC ("Silver Lake")
Publication of Scheme Document
On 11 May 2018, ZPG and Silver Lake announced that they had
reached agreement on the terms of a recommended cash acquisition by
Bidco of the entire issued and to be issued share capital of ZPG
(the Acquisition). The Acquisition is to be effected by means of a
Court sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the Scheme).
ZPG is pleased to announce that the scheme document containing
the full terms and conditions of the Acquisition (the Scheme
Document), together with the related Forms of Proxy, is being
published today and sent to ZPG Shareholders and, for information
only, to persons with information rights and participants in the
ZPG Share Plans.
The Scheme Document, which sets out amongst other things, a
letter from the Chairman of ZPG, the full terms and conditions of
the Scheme, an explanatory statement pursuant to section 897 of the
Companies Act, an indicative timetable of principal events, notices
of the required meetings and details of the action to be taken by
ZPG Shareholders, will be made available on ZPG's website at
www.zpg.co.uk. Copies of the Scheme Document have been submitted to
the National Storage Mechanism and will shortly be available for
inspection at: http://www.morningstar.co.uk/uk/NSM.
The ZPG Board, which has been so advised by Credit Suisse,
Goldman Sachs and Jefferies as to the financial terms of the
Acquisition, considers the terms of the Acquisition to be fair and
reasonable. In providing their advice to the ZPG Board, Credit
Suisse, Goldman Sachs and Jefferies have taken into account the
commercial assessments of the ZPG Board. Jefferies is providing
independent financial advice to the ZPG Board for the purposes of
Rule 3 of the City Code.
The ZPG Board considers the Acquisition to be in the best
interests of the ZPG Shareholders taken as a whole. Accordingly,
the ZPG Board unanimously recommends that ZPG Shareholders vote or
procure votes in favour of the Scheme at the Court Meeting and the
Special Resolution relating to the Acquisition to be proposed at
the General Meeting, as each of the ZPG Directors who holds ZPG
Shares has irrevocably undertaken to do in respect of their own
beneficial holdings of 5,097,583 ZPG Shares representing, in
aggregate, approximately 1.16 per cent. of ZPG's issued share
capital on 21 May 2018, being the latest practicable date prior to
publication of this announcement.
Notices of the Court Meeting and General Meeting
As described in the Scheme Document, to become effective the
Scheme will require, amongst other things, the approval of ZPG
Shareholders at the Court Meeting, the passing of the Special
Resolution at the General Meeting and the subsequent sanction of
the Court. The Scheme is also subject to the satisfaction or waiver
of the Conditions and further terms that are set out in the Scheme
Document.
Notices of the Court Meeting and the General Meeting, which will
be held at The Cooperage, 5 Copper Row, London SE1 2LH on 18 June
2018, are set out in the Scheme Document. The Court Meeting will
commence at 10.00 a.m. (London time) and the General Meeting at
10.10 a.m. (London time) (or, if later, as soon as the Court
Meeting has concluded or been adjourned).
Timetable
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also attached as an
Appendix to this announcement. Subject to obtaining the approval of
ZPG Shareholders and the Court, and the satisfaction or, where
applicable, the waiver of the other Conditions (as set out the
Scheme Document), the Scheme is expected to become effective during
the third quarter of this year.
ZPG will give adequate notice of the date and the time of the
Court Hearing, once known, by issuing an announcement through a
Regulatory Information Service.
If any of the key dates set out in the timetable change, ZPG
will give notice of this change by issuing an announcement through
a Regulatory Information Service and by making such announcement
available on ZPG's website at www.zpg.co.uk.
Terms defined in the Scheme Document have the same meanings in
this announcement.
Enquiries:
ZPG
Ned Staple, General Counsel and +44(0) 203
Company Secretary 8725 658
+44(0) 203
Lawrence Hall, Director of Communications 8725 653
Rachael Malcolm, Head of Investor +44(0) 203
Relations 8725 648
Credit Suisse (Lead Financial Adviser and Corporate Broker to
ZPG)
+44(0) 20
Gillian Sheldon 7888 8888
Joe Hannon
Lewis Burnett
Chris Cottrell
Goldman Sachs (Lead Financial Adviser to ZPG)
+44(0) 20
Anthony Gutman 7774 1000
Chris Emmerson
Alex Garner
Jamie Hay
Jefferies (Financial Adviser and Corporate Broker to ZPG)
Paul Nicholls
Max Jones
Tariq Hussain +44(0) 20
Dominic Lester 7029 8000
Important notices relating to financial advisers
Credit Suisse International ("Credit Suisse"), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the UK, is acting as lead financial adviser
exclusively for ZPG and no one else in connection with the matters
set out in this Announcement and will not be responsible to any
person other than ZPG for providing the protections afforded to
clients of Credit Suisse, nor for providing advice in relation to
the content of this announcement or any matter referred to herein.
Neither Credit Suisse nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Credit Suisse in connection with this announcement, any
statement contained herein or otherwise.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
UK, is acting exclusively for ZPG and no one else in connection
with the Acquisition and any other matter referred to in this
Announcement and will not be responsible to anyone other than ZPG
for providing the protections afforded to clients of Goldman Sachs
International, or for providing advice in relation to the possible
offer or any other matters referred to in this Announcement.
Jefferies International Limited, which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for ZPG and no one else in connection with the Acquisition and will
not be responsible to anyone other than ZPG for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition or any other matters referred to in
this Announcement.
Further information
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,
or the solicitation of any vote or approval in any jurisdiction,
pursuant to the Acquisition or otherwise. The Acquisition shall be
made solely by means of the Scheme Document or any document by
which the Acquisition is made which shall contain the full terms
and Conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any vote in respect of the Scheme or
other response in relation to the Acquisition should be made only
on the basis of the information contained in the Scheme
Document.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange,
the Listing Rules and the City 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 and
regulations of any jurisdictions outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom or the United States
may be restricted by law. Persons who are not resident in the
United Kingdom or the United States or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by Bidco or required by the City
Code, and permitted by applicable law and regulation, the
Acquisition shall 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 Acquisition 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 availability of the Acquisition to ZPG Shareholders who are
not resident in the United Kingdom (and, in particular, their
ability to vote their Scheme Shares with respect to the Scheme at
the Court Meeting, or to appoint another person as proxy to vote at
the Court Meeting on their behalf) 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, as any failure to comply
with such requirements 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.
The Acquisition shall be subject to the applicable requirements
of the City Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the Listing Rules. Further details
in relation to Overseas Shareholders will be contained in the
Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Notice to US ZPG Shareholders
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under the law of England and Wales. A transaction effected by means
of a scheme of arrangement is not subject to the proxy solicitation
or tender offer rules under the US Exchange Act. Accordingly, the
Scheme will be subject to disclosure requirements and practices
applicable in the United Kingdom to schemes of arrangement, which
are different from the disclosure requirements of the US under the
US Exchange Act. The financial information included in this
Announcement and the Scheme documentation has been or will have
been prepared in accordance with International Financial Reporting
Standards and thus 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 US.
If Bidco were to elect to implement the Acquisition by means of
a takeover offer, such takeover offer would be made in compliance
with applicable US laws and regulations, including Section 14(e) of
the US Exchange Act and Regulation 14E thereunder and otherwise in
accordance with the City Code. Such a takeover would be made in the
United States by Bidco and no one else. Accordingly, the
Acquisition would be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer
procedures and law.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each ZPG
Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and ZPG are located in countries other than the US, and some or all
of their officers and directors may be residents of countries other
than the US. US holders 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
judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Bidco, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in ZPG
outside of the US, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes effective,
lapses or is otherwise withdrawn. If such purchases or arrangements
to purchase were to be made they would occur either in the open
market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US
Exchange Act. Any information about such purchases or arrangements
to purchase will be disclosed as required in the United Kingdom,
will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Silver Lake, Bidco
or ZPG contain statements about Bidco and ZPG that are or may be
deemed to be forward looking statements. All statements other than
statements of historical facts included in this Announcement may be
forward looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"believes", "expects", "intends", "will", "would", "may",
"anticipates", "projects" and "envisages" or words or terms of
similar substance or the negative thereof, are forward looking
statements. Forward looking statements include statements relating
to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies and the expansion and
growth of Bidco's or ZPG's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of government
regulation on Bidco's or ZPG's business.
Such forward looking statements involve 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, including: increased competition, the loss of
or damage to one or more key customer relationships, changes to
customer ordering patterns, delays in obtaining customer approvals
for engineering or price level changes, the failure of one or more
key suppliers, the outcome of business or industry restructuring,
the outcome of any litigation, changes in economic conditions,
currency fluctuations, changes in interest and tax rates, changes
in raw material or energy market prices, changes in laws,
regulations or regulatory policies, developments in legal or public
policy doctrines, technological developments, the failure to retain
key management, or the timing and success of future acquisition
opportunities or major investment projects. 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 hereof. Bidco disclaims any obligation to update any
forward looking or other statements contained herein, except as
required by applicable law.
No Profit Forecasts or Estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for ZPG for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for ZPG.
Dealing disclosure requirements
Under Rule 8.3(a) of the City 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 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 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 City 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 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
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 Takeover 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.
Publication on website and availability of hard copies
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, free of charge on ZPG's website at www.zpg.co.uk by
no later than 12:00 noon (London time) on 24 March 2018. For the
avoidance of doubt, the contents of those websites are not
incorporated into and do not form part of this announcement. You
may request a hard copy of this Announcement by contacting the
Equiniti Shareholder Helpline between 8:30 a.m. and 5:30 p.m.
(London time) Monday to Friday (public holidays excepted) on +44
(0) 371 384 2030 (calls to this number are charged at national
rates, calls from a mobile device may incur network extras) or on
+44 (0)121 415 7047 from outside the UK. Calls outside the United
Kingdom will be charged at the applicable international rate. 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.
Appendix
Expected timetable of principal events
All times shown are London times unless otherwise stated. All
dates and times are based on ZPG's and Bidco's current expectations
and are subject to change. If any of the dates and/or times in this
expected timetable change, the revised dates and/or times will be
notified to ZPG Shareholders by announcement through a Regulatory
Information Service, with such announcement being made available on
ZPG's website at www.zpg.co.uk.
Event Expected time/date
Latest time for
lodging Forms
of Proxy for:
Court Meeting 10.00 a.m. on 16 June 2018(1)
(BLUE form)
General Meeting 10.10 a.m. on 16 June 2018(1)
(WHITE form)
Voting Record 6.30 p.m. on 16 June 2018
Time (2)
Court Meeting 10.00 a.m. on 18 June 2018
General Meeting 10.10 a.m. on 18 June 2018
(3)
The following dates are indicative only and
subject to change; please see note (4) below
Court Hearing A date expected to be no
later than 14 days after
the satisfaction or, where
applicable, waiver of Conditions
2(a), 2(b), 2(c) and 2(d),
which is expected to be in
the third quarter of 2018
("D")(4)
Last day of dealings D + 1 Business Day (4)
in, and for registration
of transfers of,
and disablement
in CREST of, ZPG
Shares
Suspension of 6.00 p.m. on D + 1 Business
listing of and Day(4)
dealings in ZPG
Shares
Scheme Record 6.00 p.m. on D + 1Business
Time Day (4)
Effective Date D + 2 Business Days (4)
of the Scheme
Cancellation of By 8.00 a.m. on D + 3 Business
listing of ZPG Days (4)
Shares
Latest date for 14 days after the Effective
dispatch of cheques/settlement Date
through CREST
Latest date by 17 October 2018 (5)
which Scheme must
be implemented
Notes:
(1) The BLUE Form of Proxy for the Court Meeting, if not
received by the time stated above (or, if the Court Meeting is
adjourned, 48 hours before the adjourned Court Meeting), may be
handed to a representative of Equiniti, on behalf of the Chairman
of the Court Meeting, or to the Chairman of the Court Meeting,
before the start of that Meeting. However, in order to be valid,
the WHITE Form of Proxy must be received no later than 10.10 a.m.
(London time) on 16 June 2018 (or, if the General Meeting is
adjourned, 48 hours before the time fixed for the adjourned
Meeting).
(2) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be 6.30 p.m. on the date which is two days before the
date set for such adjourned Meeting.
(3) To commence at 10.10 a.m. or as soon thereafter as the Court
Meeting shall have concluded or been adjourned.
(4) The Court Hearing to sanction the Scheme is expected to be
held no later than 14 days after the satisfaction or, where
applicable, waiver of Conditions 2(a), 2(b), 2(c) and 2(d), as set
out in Part III (Conditions to and further terms of the Scheme and
the Acquisition) of the Scheme Document. ZPG will give adequate
notice of the date and time of the Court Hearing, once known, by
issuing an announcement through a Regulatory Information
Service.
(5) The latest date by which the Scheme must be implemented may
be extended by agreement between ZPG and Bidco with the prior
consent of the Panel and (if required) the approval of the
Court.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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