TIDMBCA
RNS Number : 3384S
BCA Marketplace PLC
05 November 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
5 November 2019
RECOMMED CASH ACQUISITION
of
BCA Marketplace plc ("BCA")
by
BBD Bidco Limited ("Bidco")
COURT SANCTION OF SCHEME OF ARRANGEMENT
On 29 July 2019 the Board of Directors of BCA announced the
passing of resolutions, at a Court Meeting and General Meeting of
BCA Shareholders held on the same date as the announcement,
approving the recommended acquisition of BCA by Bidco (a company
formed on behalf of investment funds managed by TDR Capital LLP)
(the "Acquisition") to be implemented by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"), the terms of which are set out in the scheme document
published on 5 July 2019 (the "Scheme Document").
Further to the announcement made on 22 October 2019 in relation
to the receipt of the relevant regulatory approvals in respect of
the Acquisition, BCA announces that following the satisfaction or
waiver by Bidco of the remaining Conditions set out the Scheme
Document the Court has today sanctioned the Scheme and issued the
Court Order in connection with the Acquisition.
The Scheme remains conditional on the delivery of a copy of the
Court Order to the Registrar of Companies, which is expected to
occur on 6 November 2019, at which time the Scheme will be
effective.
The last day for dealing in, and for registration of transfers
of, BCA Shares is today and the Scheme Record Time will be 8.00 pm
today.
The listing of BCA Shares on the premium listing segment of the
Official List of the FCA and the trading of BCA Shares on the Main
Market for listed securities of the London Stock Exchange will be
suspended with effect from 7.30 am on 6 November 2019.
It is expected that the listing of BCA Shares on the Official
List of the FCA will be cancelled and the BCA Shares will cease to
be admitted to trading on the Main Market for listed securities of
the London Exchange with effect from 8.00 am on 7 November
2019.
General
References to time are to London time. If any of the dates
and/or times in this announcement change, the revised dates and/or
times will be notified to BCA Shareholders by announcement through
a Regulatory Information Service and by making such announcement
available on BCA's website at www.bcamarketplaceplc.com.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Scheme Document.
Enquiries:
Jefferies International Limited (Lead
Financial Adviser and Rule 3 Financial
Adviser to BCA)
Philip Noblet, Paul Bundred +44 (0) 207 029 8000
Goldman Sachs International (Financial
Adviser and Corporate Broker to BCA)
Anthony Gutman, Jose Barreto,
Bertie Whitehead +44 (0) 20 7774 1000
Kinmont (Financial Adviser to BCA) +44 (0) 207 087 9100
Media/Investor Enquiries (Communications
Adviser to BCA)
David Rydell, Jamie Hooper
Buchanan Communications +44 (0) 20 7466 5000
Important notices relating to financial advisers
Jefferies International Limited ("Jefferies") which is
authorised and regulated in the UK by the Financial Conduct
Authority, is acting exclusively as lead financial adviser and Rule
3 financial adviser to BCA and no one else in connection with the
Acquisition and shall not be responsible to anyone other than BCA
for providing the protections afforded to clients of Jefferies nor
for providing advice in connection with the Acquisition or any
matter referred to herein. Neither Jefferies, nor any of its
affiliates, subsidiaries or branches 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 other than BCA in connection with this announcement, any
statement contained herein or otherwise. Jefferies has given, and
not withdrawn, its consent to the inclusion in this announcement of
the references to its name and the advice it has given to BCA in
the form and context in which they appear.
Goldman Sachs International ("Goldman Sachs"), which is
authorised by the UK Prudential Regulatory Authority and regulated
by the UK Financial Conduct Authority and the UK Prudential
Regulatory Authority, is acting exclusively for BCA and for no one
else and will not be responsible to anyone other than BCA for
providing the protections afforded to its clients or for providing
advice in relation to the matters referred to in this announcement.
Neither Goldman Sachs, nor any of its 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 Goldman Sachs in connection
with this announcement, any statement contained herein or
otherwise. Goldman Sachs has given, and not withdrawn, its consent
to the inclusion in this announcement of the references to its name
in the form and context in which they appear.
Kinmont, which is regulated in the UK by the Financial Conduct
Authority, is acting exclusively for BCA and for no one else and
will not be responsible to anyone other than BCA for providing the
protections afforded to its clients or for providing advice in
relation to the matters referred to in this announcement. Neither
Kinmont, nor any of its 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 Kinmont in connection with this
announcement, any statement contained herein or otherwise. Kinmont
has given, and not withdrawn, its consent to the inclusion in this
announcement of the references to its name in the form and context
in which they appear.
Further information
This announcement is for information purposes only and does not
constitute or form part of 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 is being implemented solely by means of the
Scheme Document (or in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the Offer Document),
which contains 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 English law and the Takeover 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 England and Wales.
BCA and Bidco urge BCA Shareholders to read the Scheme Document
because it contains important information relating to the
Acquisition.
This announcement does not constitute a prospectus or prospectus
equivalent document.
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 other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
The Acquisition relates to shares of a UK company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. However, if Bidco were to elect to
implement the Acquisition by means of a Takeover Offer, such
Takeover Offer shall be made in compliance with all applicable laws
and regulations, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. Such a takeover would be made in the
United States by Bidco and no one else. In addition to any such
Takeover Offer, Bidco, certain affiliated companies and the
nominees or brokers (acting as agents) may make certain purchases
of, or arrangements to purchase, shares in BCA outside such
Takeover Offer during the period in which such Takeover Offer would
remain open for acceptance. If such purchases or arrangements to
purchase were to be made they would be made outside the United
States and would comply with applicable law, including the US
Exchange Act.
Unless otherwise determined by Bidco or required by the Takeover
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. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for violation of such restrictions by
any person.
The availability of the Acquisition to BCA 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.
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange and the
Financial Conduct Authority.
Forward Looking Statements
This announcement contains statements about Bidco and BCA that
are or may 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",
"plans", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, are forward looking statements.
Forward looking statements may 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, any member of the Wider Bidco Group's, BCA's or any member
of the Wider BCA Group's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on Bidco's, any
member of the Wider Bidco Group's, BCA's or any member of the Wider
BCA Group'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. 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 and BCA,
and each of their respective associates, directors, officers,
employees, advisers and persons acting on their behalf, expressly
disclaims any obligation to update any forward looking or other
statements contained herein, except as required by applicable
law.
No member of the Wider Bidco Group, nor the Wider BCA Group, nor
any of their respective associates, directors, officers, employees,
advisers and persons acting on their behalf, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur.
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 ordinary share for Bidco or BCA, as appropriate, for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per ordinary
share for Bidco or BCA, as appropriate.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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 shall 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)20
7638 0129.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by BCA Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from BCA may be provided to Bidco during the Offer Period as
requested under Section 4 of Appendix 4 of the Takeover Code to
comply with Rule 2.11(c) of the Takeover Code.
Publication on website
A copy of this announcement and the Scheme Document shall be
made available subject to certain restrictions relating to persons
resident in Restricted Jurisdictions on Bidco's and BCA's websites
at www.tdrcapital.com/bca-offer and www.bcamarketplaceplc.com
respectively by no later than 12 noon (London time) on the business
day following this announcement. For the avoidance of doubt, the
contents of these websites are not incorporated into and do not
form part of this announcement.
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
SOAEAFFSESPNFFF
(END) Dow Jones Newswires
November 05, 2019 07:01 ET (12:01 GMT)
Bca Marketplace (LSE:BCA)
Historical Stock Chart
From Oct 2024 to Nov 2024
Bca Marketplace (LSE:BCA)
Historical Stock Chart
From Nov 2023 to Nov 2024
