TIDMCPR
RNS Number : 8648X
Carpetright PLC
23 December 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 OR REGULATIONS OF THAT
JURISDICTION
Capitalised terms used but not defined in this Announcement have
the meanings set out in the Scheme Document dated 26 November 2019
(the "Scheme Document")
LEI: 213800GO32BSNNHXID90
Recommended Cash Acquisition of
Carpetright plc
("Carpetright")
by
Meditor Holdings Limited
("MHL") (a company incorporated for this purpose by Meditor
European Master Fund Limited ("Meditor Fund"))
Update on Interim Funding, Revolving Credit Facility and Meditor
Loan Note
On 15 November 2019, the boards of Carpetright and MHL announced
that they had reached agreement on the terms of a recommended cash
acquisition pursuant to which MHL would acquire the entire issued
and to be issued ordinary share capital of Carpetright (save for
the Excluded Shares) (the "Acquisition"). The Acquisition is being
implemented by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"). On 18
December 2019, Carpetright announced that all resolutions were
approved by the requisite majorities at the Court Meeting
considering the Scheme and the General Meeting considering the
Special Resolution relating to the Acquisition.
In the announcement on 15 November 2019 of the Scheme and as
detailed in Part 1 of the Scheme Document, Meditor Fund confirmed
that if by 28 December 2019:
-- the Scheme has been approved by the Carpetright Shareholders
at the Court Meeting and General Meeting; and
-- no Condition to the Acquisition (as set out in the Scheme)
has ceased to be reasonably likely to be satisfied before the
Long-Stop Date,
then Meditor Fund will:
-- offer to enter into a deed of forbearance pursuant to which
it will undertake not to exercise any right, or take any action to
(a) demand or recover repayment of any amount payable under the RCF
or the Meditor Loan Note, or (b) enforce any security or guarantee
given by any person in connection with the RCF or the Meditor Loan
Note or (c) declare the Meditor Loan Note to be due and payable, in
each case where such right or action has arisen solely as a result
of the failure by Carpetright to repay the RCF and related amounts
in full on the RCF maturity date of 31 December 2019, until the
earlier of: (a) the day after the Long-Stop Date; and (b) any
Condition ceasing to be reasonably likely to be satisfied on or
prior to the Long-Stop Date;
-- make available to Carpetright an unsecured loan on arms'
length terms (being normal commercial terms within the meaning in
Chapter 11 of the Listing Rules) to enable Carpetright to replace
the Overdraft Facilities, which are due for repayment on 31
December 2019; and
-- use its reasonable endeavours to procure the necessary
consents under the RCF and Meditor Loan Note are made available to
permit the release to Carpetright (for use for general working
capital purposes) of disposal proceeds in the amount of
approximately GBP3.5m (as at 14 November 2019) which are currently
held in a blocked account pursuant to the terms of the RCF.
Carpetright is pleased to announce today that the Meditor Fund
has entered into the deed of forbearance, provided an unsecured
loan in the amount of GBP9 million (net) (the "Meditor Loan"), and
all consents are in place to allow the release of GBP3.5m from a
blocked account for Carpetright's general corporate purposes, as
referred to above.
The Meditor Loan has been made to Carpetright on normal
commercial terms, on an unsecured basis and does not have any
unusual features. As such, the Meditor Loan meets the criteria of
Listing Rule 11.1.6(2) and therefore does not constitute a related
party transaction (as defined in Listing Rule 11).
Enquiries
Carpetright plc Tel: 01708 802000
Wilf Walsh, Chief Executive Officer
Jeremy Simpson, Chief Financial Officer
Peel Hunt LLP Tel: 020 7418 8900
(Financial Adviser to Carpetright)
Dan Webster
George Sellar
Michael Nicholson
Andrew Clark
Citigate Dewe Rogerson Tel: 020 7638 9571
(Financial PR)
Kevin Smith
Nick Hayns
Important notices relating to financial advisers
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Carpetright and for no one else in connection with the
Acquisition, the contents of this Announcement or any other matter
referred to in this Announcement and will not be responsible to
anyone other than Carpetright for providing the protections
afforded to its clients nor for providing advice in relation to the
Acquisition, the contents of this Announcement 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 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 may be restricted by
the laws of those jurisdictions and therefore persons into whose
possession this Announcement comes should inform themselves about
and observe such restrictions.
Unless otherwise determined by MHL or required by the 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 Scheme by
any such means from 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 Carpetright 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. 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 Code, the Panel, the London Stock Exchange and the Financial
Conduct Authority. Further details in relation to Overseas
Shareholders are contained in paragraph 14 of Part 2 (Explanatory
Statement) of the Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Additional information for US investors
Carpetright Shareholders in the United States should note that
the Acquisition relates to the securities of a UK company and is
proposed to be effected by means of a scheme of arrangement under
English law. This Announcement, the Scheme Document and certain
other documents relating to the Acquisition have been or will be
prepared in accordance with English law, the Code and UK disclosure
requirements, format and style, all of which differ from those in
the United States. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act. Accordingly, the
Acquisition is subject to the disclosure requirements of and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements of the
United States tender offer and proxy solicitation rules. If, in the
future, MHL exercises the right to implement the Acquisition by way
of a Takeover Offer and determines to extend the offer into the
United States, the Acquisition will be made in compliance with
applicable United States laws and regulations, including any
applicable exemptions under the US Exchange Act.
Carpetright's financial statements, and all financial
information that is included in the Scheme Document, or any other
documents relating to the Acquisition, have been or will be
prepared in accordance with International Financial Reporting
Standards or other reporting standards or accounting practice which
may not be comparable to financial statements of companies in the
United States or other companies whose financial statements are
prepared in accordance with US generally accepted accounting
principles.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Carpetright 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 Carpetright Shareholder is urged to consult his
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to that Carpetright
Shareholder.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since MHL and
Carpetright 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 consistent with Rule
14e-5(b) of the US Exchange Act, MHL, certain affiliated companies
and their nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Carpetright
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 or concerning
Meditor Group and/or Carpetright Group contain statements about
Meditor Group and/or Carpetright Group 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",
"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 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
Meditor Group's or Carpetright Group's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of
government regulation on Meditor Group's and/or Carpetright Group's
business.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown 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. These
factors include, but are not limited to, the satisfaction of the
conditions to the Acquisition, as well as additional factors, such
as changes in political and economic conditions, changes in the
level of capital investment, retention of key employees, changes in
customer habits, success of business and operating initiatives and
restructuring objectives, impact of any acquisitions or similar
transactions, changes in customers' strategies and stability,
competitive product and pricing measures, changes in the regulatory
environment, fluctuations of interest and exchange rates, the
outcome of any litigation. 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 of this
Announcement. All subsequent oral or written forward-looking
statements attributable to Meditor Group or Carpetright Group or
any of their respective members, directors, officers or employees
or any persons acting on their behalf are expressly qualified in
their entirety by the cautionary statement above. Each member of
Meditor Group and Carpetright Group disclaims any obligation to
update any forward-looking or other statements contained in this
Announcement, 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 Carpetright for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for Carpetright.
Disclosure requirements of 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 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 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 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(s), 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 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 of information on website
A copy of this Announcement, together with all information
incorporated by reference into this Announcement, will be
available, free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on Carpetright's
website at https://www.carpetright.plc.uk/investors/.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Acquisition is
entitled to receive such documents in hard copy form free of
charge. A person may also request that all future documents,
announcements and information in relation to the Acquisition are
sent to them in hard copy form.
A hard copy of this Announcement may be requested by contacting
Carpetright's Registrars, either in writing to The Pavilions,
Bridgwater Road, Bristol BS99 6ZY or by calling the helpline on
(0370) 889 3261 (or +44 (0370) 889 3261 if calling from outside the
UK). Calls outside the UK will be charged at the applicable
international rate. Lines are open between 8.30 a.m. and 5.30 p.m.
Monday to Friday excluding public holidays in England and
Wales.
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.
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
MSCCKNDDNBDDQBB
(END) Dow Jones Newswires
December 23, 2019 08:19 ET (13:19 GMT)
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