TIDMCAMB
RNS Number : 3493N
Cambria Automobiles Plc
29 September 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
29 September 2021
RECOMMED FINAL CASH OFFER FOR CAMBRIA AUTOMOBILES PLC
BY CAMBRIA BIDCO LIMITED
CLOSURE OF THE OFFER AND COMPULSORY ACQUISITION OF OUTSTANDING
CAMBRIA SHARES
Bidco announces that the Offer was closed for further
acceptances at 1.00 p.m. on 28 September 2021 (the " Final Closing
Date ").
As at 1.00 p.m. on the Final Closing Date, Bidco had received
acceptances in respect of Cambria Shares which, together with
Cambria Shares acquired or agreed to be acquired before or during
the Offer, result in Bidco and any person acting in concert with it
holding 98,173,362 Cambria Shares, representing approximately 98.17
per cent. of Cambria's entire issued share capital.
CANCELLATION OF TRADING ON AIM
Bidco announced on 15 September 2021 that it intended to procure
that Cambria make applications to cancel admission to trading of
Cambria Shares on the London Stock Exchange's AIM market. Cambria
has made such application and the cancellation of admission to
trading of Cambria Shares on the London Stock Exchange's AIM market
will occur at 7.00 a.m. on 13 October 2021.
COMPULSORY ACQUISITION
As at 1.00 p.m. on the Final Closing Date, Bidco had received
valid acceptances of its Offer in respect of a total of 58,173,439
Cambria Shares, representing approximately 96.95 per cent. of the
Cambria Shares to which the Offer relates.
Accordingly, as Bidco has now received acceptances under the
Offer in respect of, and/or otherwise acquired, not less than 90
per cent. in value of the Cambria Shares to which the Offer relates
and of the voting rights carried by those shares, Bidco will
exercise its rights in accordance with Chapter 3 of Part 28 of the
Companies Act 2006 (the " Act ") to acquire compulsorily the
remaining Cambria Shares in respect of which the Offer has not been
accepted as contemplated by the Offer Document.
Bidco will shortly dispatch formal compulsory acquisition
notices under sections 979 and 980 of the Act (the " Compulsory
Acquisition Notices ") to Cambria Shareholders who have not yet
accepted the Offer. These notices will set out Bidco's intention to
apply the provisions of section 979 of the Act to acquire
compulsorily any remaining Cambria Shares in respect of which the
Offer has not been accepted on the same terms as the Offer.
If any of the Cambria Shareholders have not accepted the Offer
and have not applied to the court in respect of all of their
holding of Cambria Shares by six weeks from the date of the
Compulsory Acquisition Notices, the Cambria Shares held by those
Cambria Shareholders who have not accepted the Offer will be
acquired compulsorily by Bidco on the same terms as the Offer. Any
Cambria Shareholder who has not accepted the Offer may elect to
receive consideration pursuant to the Final Cash Offer or the
Alternative Offer. All Cambria Shareholders who are Restricted
Overseas Shareholders shall receive Cash Consideration only and
there shall be no issuance of Consideration Shares to such Cambria
Shareholders. The consideration to which those Cambria Shareholders
will be entitled will be held by Cambria as trustee on behalf of
those Cambria Shareholders and they will be requested to claim
their consideration by writing to Cambria at the end of the
six-week period.
LEVEL OF ACCEPTANCES AND INTERESTS IN CAMBRIA SHARES
As at 1.00 p.m. on the Final Closing Date, Bidco had received
valid acceptances in respect of a total of 58173439 Cambria Shares,
representing approximately 58.17 per cent. of the issued share
capital of Cambria and approximately 96.95 per cent. of the Cambria
Shares to which the Offer relates. So far as Bidco is aware, none
of these acceptances have been received from persons acting in
concert with Bidco.
In addition, as set out in the Offer Document, Mark Lavery and
Nicola Lavery have contributed their interest in Cambria,
representing approximately 40 per cent. of Cambria's issued share
capital, to Cambria Investments pursuant to the terms of the Lavery
SPA, and those Cambria Shares were immediately transferred to Bidco
pursuant to the and count towards the satisfaction of the
Acceptance Condition.
So far as Bidco is aware, no acceptances have been received from
persons acting in concert with Bidco. Bidco has no outstanding
irrevocable undertakings or letters of intent in relation to the
Offer.
As at 1.00 p.m. on the Final Closing Date, and save for as
disclosed in the Offer Document, including in relation to the
39,999,923 Cambria Shares transferred to Bidco in accordance with
the terms of the SPAs, neither Bidco nor Cambria Investments nor,
so far as each of Bidco and Cambria Investments is aware, any
person acting in concert with Bidco or Cambria Investments:
-- has any interest in, or right to subscribe in respect of, or
any short position in relation to Cambria relevant securities,
including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person
to purchase or take delivery of Cambria relevant securities;
-- has any outstanding irrevocable commitment or letter of
intent with respect to Cambria relevant securities; or
-- borrowed or lent any Cambria relevant securities (including
any financial collateral arrangements), save for any borrowed
shares which have been either on-lent or sold.
The percentage of Cambria Shares referred to in this
announcement in respect of which valid acceptances have been
received is based on a total of 100,000,000 Cambria Shares in
issue.
Terms used but not defined in this announcement shall have the
meaning given to them in the offer document published by Bidco on
13 August 2021 (the "Offer Document").
Enquiries:
Bidco Cambria
finnCap Rothschild & Co
Financial Adviser to Bidco Financial Adviser to Cambria
Henrik Persson, Kate Bannatyne, and Fergus Sullivan Ravi Gupta, John Byrne, and Ricky Paul
020 7220 0500 020 7280 5000
Zeus Capital Ltd
Joint Broker to Cambria
Dominic King
020 7533 7727
Singer Capital Markets Advisory LLP
Nomad and Joint Broker to Cambria
Mark Taylor and Jen Boorer
020 7496 3000
FTI Consulting
Alex Beagley, James Styles, and Sam Macpherson
020 3727 1000
IMPORTANT NOTES
finnCap and Rothschild & Co have each given and not
withdrawn their consent to the publication of this Announcement
with the inclusion herein of the references to their names in the
form and context in which they appear.
Rothschild & Co, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial
adviser under Rule 3 of the Code to Cambria in connection with the
matters set out in this Announcement and for no one else and will
not be responsible to anyone other than Cambria for providing the
protections afforded to its clients or for providing advice in
relation to the matters set out in this Announcement. Neither
Rothschild & Co 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 Rothschild & Co in
connection with this Announcement, any statement contained herein,
the Offer or otherwise.
finnCap, which is authorised and regulated in the United Kingdom
by the FCA, is acting as financial adviser exclusively for Bidco
and for no one else in connection with the Offer or other matters
referred to in this Announcement and will not be responsible to
anyone other than Bidco for providing the protections afforded to
its clients nor for providing advice in relation to the Offer, the
contents of this Announcement or any other matters set out in this
Announcement.
Singer Capital Markets, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as nominated
adviser to Cambria and for no one else in connection with the Offer
or other matters referred to in this Announcement and will not be
responsible to anyone other than Cambria for providing the
protections afforded to its clients nor for providing advice in
relation to the Offer, the contents of this Announcement or any
other matters set out in this Announcement.
Zeus Capital, which is authorised and regulated in the United
Kingdom by the FCA, is acting as joint broker to Cambria and for no
one else in connection with the Offer or other matters referred to
in this Announcement and will not be responsible to anyone other
than Cambria for providing the protections afforded to its clients
nor for providing advice in relation to the Offer, the contents of
this Announcement or any other matters set out in this
Announcement.
Overseas shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are not resident in the United
Kingdom or who are subject to the laws of any jurisdiction other
than the United Kingdom (including Restricted Jurisdictions) should
inform themselves about, and observe, any applicable legal or
regulatory requirements.
This announcement has been prepared in accordance with English
law, the Code, the Market Abuse Regulation, and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions other than
the United Kingdom.
The Offer will be subject to English law and the applicable
requirements of the Court, the Code, the Panel, the London Stock
Exchange, the AIM Rules and the FCA.
The availability of the Offer to Cambria Shareholders who are
not resident in and citizens of the United Kingdom may be affected
by the laws of the relevant jurisdictions in which they are located
or of which they are citizens or residents. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. Any failure to comply with the applicable
restrictions 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 Offer
disclaim any responsibility or liability for the violation of such
restrictions by any person. Further details in relation to Overseas
Shareholders will be contained in the Offer Document.
All Cambria Shareholders who are Restricted Overseas
Shareholders shall receive Cash Consideration only and there shall
be no issuance of Consideration Shares to such Cambria
Shareholders.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Offer will not
be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws of
such Restricted Jurisdiction by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that Restricted Jurisdiction.
Copies of this Announcement and any formal documentation
relating to the Offer 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. Doing so may render invalid any
related purported vote in respect of the Acquisition.
The Takeover Offer may not be made, directly or indirectly, in
or into or by use of the mails or any other means or
instrumentality (including, without limitation, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or any facility of a national, state or
other securities exchange of any Restricted Jurisdiction, and the
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted
Jurisdiction.
Notice to U.S. investors
The Offer relates to shares of an English company and is
proposed to be effected by means of a contractual Takeover Offer
pursuant to the Code and the laws of the United Kingdom. The
companies involved in the Offer are not United States ("U.S.")
companies and are considered "foreign private issuers" for purposes
of applicable U.S. securities laws (together with regulations,
interpretations and guidance, collectively, "U.S. securities
laws").
The Final Cash Offer is being made in the U.S. pursuant to all
applicable laws and regulations, including, to the extent
applicable, Section 14(e) and Regulation 14E under the U.S.
Securities and Exchange Act of 1934 (the "U.S. Exchange Act") and
otherwise in accordance with the requirements of the Code.
Accordingly, the Acquisition will 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 U.S.
domestic tender offer procedures and law. The Final Cash Offer is
being made in the U.S. by Bidco and no-one else.
Furthermore, the payment and settlement procedure with respect
to the Offer will comply with the relevant United Kingdom rules,
which differ from U.S. payment and settlement procedures,
particularly with regard to the date of payment of
consideration.
Cambria Shareholders located or resident in the U.S. or who are
otherwise U.S. persons will not be permitted to elect receipt of
the Consideration Shares pursuant to the Alternative Offer. No
offer of such Consideration Shares will be made in the U.S., and
any purported election to receive Consideration Shares pursuant to
the Alternative Offer by Cambria Shareholders from the U.S., or
which, at the sole discretion of Bidco, appear to be made in
respect of Cambria Shares beneficially held by persons located or
resident in the U.S. or who otherwise appear to be U.S. persons
will not be accepted. Accordingly, Cambria Shareholders located or
resident in the U.S. or who are otherwise U.S. persons will receive
cash pursuant to the Final Cash Offer, and no Consideration Shares
will be issued to any such Cambria Shareholder. The Consideration
Shares have not been and will not be registered under the U.S.
Exchange Act or under U.S. securities laws, and will not be listed
on any stock exchange in the U.S., and may not be offered, sold or
delivered, directly or indirectly, in, into or from the U.S.
Neither the U.S. Securities and Exchange Commission nor any U.S.
state securities commission has approved or disapproved of the
Consideration Shares or determined that this Announcement or the
Offer Document is accurate or complete. Any representation to the
contrary is a criminal offence.
Non-U.S. Cambria Shareholders will be deemed, by electing
receipt of the Consideration Shares pursuant to the Alternative
Offer, to represent and warrant, on behalf of themselves and any
person on whose behalf they beneficially hold their Cambria Shares,
that they: (i) are not located or resident in the U.S. or otherwise
a U.S. person; and (ii) are not electing receipt of Cambria Shares
pursuant to the Alternative Offer with a view to, or for offer or
sale of Consideration Shares in connection with, any distribution
thereof (within the meaning of the U.S. Exchange Act) in the U.S.
or to U.S. persons.
The receipt of cash by a U.S. Cambria Shareholder as
consideration for the transfer of its Cambria Shares pursuant to
the Offer will likely be a taxable transaction for US federal
income tax purposes and under applicable U.S. state and local, as
well as foreign and other, tax laws. Each U.S. Cambria Shareholder
is urged to consult their independent professional adviser
immediately regarding the tax consequences of the Offer applicable
to them.
Some or all of Cambria's officers and directors reside outside
the U.S., and some or all of its assets are or may be located in
jurisdictions outside the U.S. Therefore, investors may have
difficulty effecting service of process within the U.S. upon those
persons or recovering against Cambria or its officers or directors
on judgments of U.S. courts, including judgments based upon the
civil liability provisions of U.S. securities laws. Further, it may
be difficult to compel a non-U.S. company and its affiliates to
subject themselves to a U.S. court's judgment. It may not be
possible to sue Cambria or its officers or directors in a non-U.S.
court for violations of the U.S. securities laws.
Financial information relating to Cambria that is included in
this Announcement and that may be included in Offer Document has
been or will have been prepared in accordance with IFRS and may not
be comparable to the financial information of U.S. companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the U.S.
In accordance with normal UK practice, Cambria Investments,
Bidco or their nominees or their brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to
purchase, shares or other securities of Cambria outside of the
U.S., other than pursuant to the Offer, until the date on which the
Offer becomes Effective, lapses or is otherwise withdrawn, in
compliance with applicable laws, including the U.S. securities
laws. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases or arrangements to purchase
shall be disclosed as required in the UK, shall be reported to the
Regulatory Information Service and shall be available on the London
Stock Exchange website at www.londonstockexchange.com.
In addition, Bidco, its affiliates, their advisors, and the
nominees or brokers (acting as agents) may make certain purchases
of, or arrangements to purchase, shares in Cambria outside the
Offer, such as in open market purchases or privately negotiated
purchases, during the period in which the Offer remains open for
acceptance. If such purchases or arrangements to purchase were to
be made, they would be made outside the US and would comply with
applicable law, including United Kingdom laws and the U.S. Exchange
Act. Any such purchases by Bidco or its affiliates will not be made
at prices higher than the price of the Offer provided in this
announcement unless the price of the Acquisition is increased
accordingly. Any information about such purchases or arrangements
to purchase shall be disclosed as required under United Kingdom
laws and will be available to all investors (including U.S.
investors) via the Regulatory Information Service on
www.londonstockexchange.com.
Publication on a website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be available (subject to certain restrictions
relating to persons resident in Restricted Jurisdictions) at
http://www.cambriaautomobilesplc.com/possible-offer by no later
than 12 noon (London time) on the Business Day following this
Announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this Announcement.
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this document and any information incorporated
into it by reference to another source in hard copy form. A person
may also request that all future documents, announcements and
information to be sent to that person in relation to the Offer
should be in hard copy form. Cambria Shareholders, persons with
information rights in Cambria and any other person to whom this
document has been sent, may request a hard copy of this document
(and any information incorporated in this document by reference to
another source) by writing to Link Group, 10th Floor, Central
Square, 29 Wellington Street, Leeds, LS1 4DL or by telephone on
0371 664 0321* if calling from within the UK or on +44 371 664
0321* if calling from outside the UK. *Lines are open from 9.00
a.m. to 5.30 p.m. Monday to Friday excluding public holidays in
England and Wales. Calls are charged at the standard geographic
rate and will vary by provider. Calls from outside the UK will be
charged at the applicable international rate. Different charges may
apply to calls from mobile telephones. Please note that Link Group
cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes. It is
important that you note that unless you make such a request, a hard
copy of this document and any such information incorporated in it
by reference to another source will not be sent to you. You may
also request that all future documents, announcements and
information to be sent to you in relation to the Offer be in hard
copy form.
General
If you are in any doubt as to the action you should take, you
are recommended to seek your own independent financial advice
immediately from an independent financial adviser authorised under
the Financial Services and Markets Act 2000 (as amended), if you
are resident in the United Kingdom, or, if not, from another
appropriately authorised independent financial adviser.
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.
Definitions
Certain words and terms used in this Announcement are set out in
Part 8 of the Offer Document.
Time
All times shown in this Announcement are to the local time in
London, United Kingdom, 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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCEASNNALXFEEA
(END) Dow Jones Newswires
September 29, 2021 02:00 ET (06:00 GMT)
Cambria Automobiles (LSE:CAMB)
Historical Stock Chart
From Nov 2024 to Dec 2024
Cambria Automobiles (LSE:CAMB)
Historical Stock Chart
From Dec 2023 to Dec 2024
