TIDMBCA
RNS Number : 4565S
TDR Capital LLP
06 November 2019
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
FOR IMMEDIATE RELEASE
6 November 2019
RECOMMED CASH ACQUISITION
of
BCA Marketplace plc ("BCA")
by
BBD Bidco Limited ("Bidco")
UPDATE ON THE FINANCING ARRANGEMENTS
On 26 June 2019, the boards of Bidco and BCA announced the terms
of a recommended cash offer for the entire issued and to be issued
ordinary share capital of BCA (the "Acquisition") to be made by
Bidco, a special purpose vehicle formed by investment funds managed
by TDR Capital LLP ("TDR") for the specific purpose of making the
Acquisition.
The terms and conditions of the Acquisition were set out in the
circular to BCA Shareholders dated 5 July 2019 (the "Scheme
Document"). Capitalised terms used but not defined in this
announcement have the meanings given to them Scheme Document.
Preference Share Subscription Agreement
As previously disclosed, BBD Holdings S.à r.l. and BBD Group S.à
r.l entered into a Preference Share Subscription Agreement with the
Subscribers (as defined therein) on 25 June 2019. On 4 September
2019, the Preference Share Subscription Agreement was amended by
the parties thereto, and a copy of the amendment agreement relating
to the Preference Share Subscription Agreement was uploaded to
Bidco's offer website.
On 18 September 2019, a deed of novation was entered into in
respect of the Preference Share Subscription Agreement (the "Deed
of Novation"), and a copy of the Deed of Novation has been uploaded
to Bidco's offer website.
On 31 October 2019, the Preference Share Subscription Agreement
was further amended by the parties thereto pursuant to an amendment
agreement, a copy of which has been uploaded to Bidco's offer
website.
On 5 November 2019, the Preference Share Subscription Agreement
was further amended by the parties thereto pursuant to an amendment
agreement (the "Preference Share Subscription Amendment
Agreement"), and the Preference Share Subscription Amendment
Agreement will be uploaded to Bidco's offer website.
Enquiries:
Bidco
Jonathan Sibun, Suniti Chauhan +44 (0) 20 7353 4200
Tulchan Communications Group tdrcapital@tulchangroup.com
BofA Merrill Lynch (Lead Financial
Adviser to Bidco)
Justin Anstee, Geoff Iles, Joshua Maguire +44 (0) 20 7628 1000
HSBC (Financial Adviser to Bidco)
Anthony Parsons, Barry Rose +44 (0) 20 7991 8888
Important notices relating to financial advisers
Merrill Lynch International ("BofA Merrill Lynch"), 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 Bidco and for no
one else and will not be responsible to anyone other than Bidco for
providing the protections afforded to its clients or for providing
advice in relation to the matters referred to in this Announcement.
Neither BofA Merrill Lynch, 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 BofA Merrill Lynch
in connection with this Announcement, any statement contained
herein or otherwise. BofA Merrill Lynch 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.
HSBC Bank plc ("HSBC"), 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 Bidco and for no one else and will not be
responsible to anyone other than Bidco for providing the
protections afforded to its clients or for providing advice in
relation to the matters referred to in this Announcement. Neither
HSBC, 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 HSBC in connection with this
Announcement, any statement contained herein or otherwise. HSBC 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 shall be 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 shall 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 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.
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.
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.
In accordance with the Takeover Code, normal United Kingdom
market practice and Rule 14e-5(b) of the Exchange Act, BofA Merrill
Lynch and its affiliates will continue to act as exempt principal
traders in BCA securities on the London Stock Exchange. These
purchases and activities by exempt principal traders which are
required to be made public in the United Kingdom pursuant to the
Takeover Code will be reported to a Regulatory Information Service
and will be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
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 and availability of hard copies
A copy of this Announcement 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 6 November
2019. For the avoidance of doubt, the contents of these websites
are not incorporated into and do not form part of this
Announcement.
Any person who is required to be sent a copy of this
Announcement under the Takeover Code may request a hard copy of
this Announcement by contacting Link Asset Services or on 0871 664
0300 from inside the UK or +44 (0) 371 664 0300 from outside the
UK. 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. A hard copy of this Announcement will
not be sent to you unless requested.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Time
All times shown in this Announcement are London times, unless
otherwise stated.
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
OUPLIFVALLLRIIA
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