TIDMCTR
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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
21 January 2020
RECOMMED CASH ACQUISITION
of
CHARLES TAYLOR PLC ("CHARLES TAYLOR")
by
JEWEL BIDCO LIMITED ("LMP BIDCO")
a company formed on behalf of funds advised by Lovell Minnick Partners LLC and
its affiliates ("Lovell Minnick") to be effected by means of a Scheme of
Arrangement under Part 26 of the Companies Act 2006
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 19 September 2019, the boards of Charles Taylor and LMP Bidco announced that
they had reached agreement on terms of a recommended all cash acquisition of
the entire issued and to be issued share capital of Charles Taylor by LMP Bidco
(the "Acquisition") at a price of 315 pence in cash for each Charles Taylor
Share, to be implemented by way of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act (the "Scheme"). The scheme document in
relation to the Acquisition was posted to Charles Taylor Shareholders on 16
October 2019 (the "Scheme Document").
On 8 November 2019, the boards of Charles Taylor and LMP Bidco announced that
they had agreed an increased offer price of 345 pence in cash for each Charles
Taylor Share (the "Increased Offer"). A supplementary scheme document in
relation to the Increased Offer (the "Supplementary Scheme Document") was
posted to Charles Taylor Shareholders on 13 November 2019.
On 16 January 2020, Charles Taylor and LMP Bidco announced that the High Court
of Justice in England and Wales had sanctioned the Scheme at the Court Sanction
Hearing.
Charles Taylor and LMP Bidco are pleased to announce that, following the
delivery of the Court Order to the Registrar of Companies today, the Scheme has
now become effective in accordance with its terms and the entire issued and to
be issued share capital of Charles Taylor is now owned by LMP Bidco.
A Scheme Shareholder on the register of members of Charles Taylor at the Scheme
Record Time, being 6.00 p.m. (London time) on 17 January 2020, will be entitled
to receive 345 pence in cash for each Scheme Share held. Settlement of the
consideration to which any Scheme Shareholder is entitled will be effected by
way of dispatch of cheques or the crediting of CREST accounts (for Scheme
Shareholders holding Scheme Shares in certificated form and in uncertificated
form respectively) as soon as practicable and in any event not later than 14
days after today, as set out in the Scheme Document.
Applications have been made to the FCA and the London Stock Exchange in
relation to the de-listing of Charles Taylor Shares from the premium listing
segment of the Official List and the cancellation of the admission to trading
of Charles Taylor Shares on the London Stock Exchange's main market for listed
securities, which is expected to take place by 8.00 a.m. (London time) on 22
January 2020.
The listing of Charles Taylor Shares on the premium listing segment of the
Official List and the trading of Charles Taylor Shares on the London Stock
Exchange's main market for listed securities were each suspended with effect
from 7.30 a.m. on 20 January 2020.
As the Scheme has now become effective, Charles Taylor announces that each of
Edward Creasy, Gill Rider, Paul Hewitt, Barnabas Hurst-Bannister and Tamer
Ozmen have tendered their resignations and will step down from Charles Taylor's
Board today.
Full details of the Acquisition are set out in the Scheme Document and
Supplementary Scheme Document. Capitalised terms in this announcement (the "
Announcement"), unless otherwise defined, have the same meanings as set out in
the Scheme Document.
In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
will be available on the website of Charles Taylor at http://www.ctplc.com/
investors/ and on Lovell Minnick's website at www.lmpartners.com/
charles-taylor-documents by no later than 12.00 p.m. (London time) on the
Business Day following this Announcement.
Enquiries:
Charles Taylor plc +44 (0) 20 3320
8888
David Marock, Group CEO
Richard Yerbury, Group Corporate Development and
Operations Director
Rothschild & Co +44 (0) 20 7280
5000
(Financial adviser to Charles Taylor)
Christopher Kaladeen
Anika Sood
Peter Brierley
Alice Squires
Liberum +44 (0) 20 3100
2222
(Corporate broker to Charles Taylor)
Richard Crawley
Lovell Minnick and LMP Bidco +1 610 995 9660
Jason Barg
Spencer Hoffman
RBC Capital Markets +44 (0) 20 7653
4000
(Financial adviser to Lovell Minnick and LMP Bidco)
Martin Frowde
Philip Creed
Media Enquires:
Newgate Communications +44 (0) 20 3757
6880
(Financial PR adviser to Charles Taylor)
Elisabeth Cowell
Ian Silvera
Camarco +44 (0) 20 3757
4989
(Financial PR adviser to Lovell Minnick and LMP Bidco)
Hazel Stevenson
Jane Glover
Debevoise & Plimpton LLP is providing legal advice to Lovell Minnick and LMP
Bidco. Davis Polk & Wardwell London LLP is providing legal advice to Charles
Taylor.
Important notices
Rothschild & Co, which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for Charles Taylor and for no one else in
connection with the Acquisition and will not be responsible to anyone other
than Charles Taylor for providing the protections afforded to its clients, nor
for providing advice in relation to the Acquisition or any other matters
referred to in this Announcement.
Liberum, which is authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Charles Taylor and for no one else in connection with
the Acquisition and will not be responsible to anyone other than Charles Taylor
for providing the protections afforded to its clients, nor for providing advice
in relation to the Acquisition or any other matters referred to in this
Announcement.
RBC Capital Markets is the trading name for RBC Europe Limited, which is
authorised by the PRA and regulated by the FCA and the PRA and is a subsidiary
of Royal Bank of Canada. RBC Capital Markets is acting exclusively for Lovell
Minnick and LMP Bidco and for no one else in connection with the Acquisition
and will not be responsible to anyone other than Lovell Minnick and LMP Bidco
for providing the protections afforded to its clients nor 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 is not intended to 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, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation, sale, issuance or exchange would be unlawful
prior to the registration or qualification under the laws of such jurisdiction.
The Acquisition will be made solely by means of the Scheme Document and the
Supplementary Scheme Document.
This Announcement has been prepared for the purpose of complying with English
law 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 of jurisdictions outside the United Kingdom.
Charles Taylor and LMP Bidco urge Charles Taylor Shareholders to read the
Scheme Document and the Supplementary Scheme Document because they contain
important information relating to the Acquisition.
Each Charles Taylor Shareholder is advised to consult its independent
professional adviser regarding the tax consequences to it (or to its beneficial
owners) of the Acquisition.
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 the laws of other jurisdictions should
inform themselves of, and observe, any applicable requirements. Further details
in relation to the Overseas Shareholders are contained in the Scheme Document
and the Supplementary Scheme Document. 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 Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.
The Acquisition relates to shares of a UK company effected by means of a scheme
of arrangement under the laws of England and Wales. Neither the US proxy
solicitation rules nor the tender offer rules under the US Exchange Act apply
to the Acquisition. Accordingly, the Acquisition is subject to the disclosure
requirements, rules and practices applicable in the United Kingdom to schemes
of arrangement, which differ from the requirements of US proxy solicitation or
tender offer rules.
None of the securities referred to in this Announcement have been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory authority, nor have
such authorities passed upon or determined the adequacy or accuracy of the
information contained in this Announcement. Any representation to the contrary
is a criminal offence in the United States.
Charles Taylor's financial statements, and all financial information that is
included in this Announcement, or that is included in the Scheme Document or
the Supplementary Scheme Document, have been prepared in accordance with
international financial reporting standards, which differ in certain respects
from US generally acceptable accounting principles, and 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.
Unless otherwise determined by LMP Bidco or required by the Code and permitted
by applicable law and regulation, the Acquisition will 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. 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 observe these restrictions and 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 Charles Taylor 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 is subject to the applicable requirements of the Code, the
Panel, the London Stock Exchange and the FCA.
Forward looking statements
This Announcement, the Scheme Document and the Supplementary Scheme Document,
contain statements about Lovell Minnick, LMP Bidco and the Charles Taylor Group
that are or may be forward looking statements. These statements are based on
the current expectations of the management of Lovell Minnick, LMP Bidco and
Charles Taylor (as the case may be) and are naturally subject to uncertainty
and changes in circumstances. All statements, including the expected timing and
scope of the Acquisition, other than statements of historical facts included in
this Announcement, the Scheme Document and the Supplementary Scheme Document
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", "might", "should", "would",
"could", "anticipates", "estimates", "projects", "strategy" 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 LMP Bidco's or the Charles Taylor Group's operations
and potential synergies resulting from the Acquisition; and (iii) the effects
of government regulation on LMP Bidco's or the Charles Taylor Group's business.
Such forward looking statements are not guarantees of future performance. By
their nature, because they relate to events and depend on circumstances that
will occur in the future, 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 and
developments to differ materially from those projected or implied in any
forward looking statements. These factors include, but are not limited to,
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 or interest and exchange rates, the outcome of any
litigation. Other unknown or unpredictable factors could cause actual results
to differ materially from those in the 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) and
none of Lovell Minnick, LMP Bidco nor any member of the Charles Taylor Group
(nor any of their respective associates, directors, officers, employees or
advisers) provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied by the forward looking statements
will actually occur. Further, each of Lovell Minnick, LMP Bidco and each member
of the Charles Taylor Group disclaims any obligation to update publicly or
revise any forward looking or other statements contained herein or in the
Scheme Document or Supplementary Scheme Document, whether as a result of new
information, future events or otherwise, except as required by applicable law.
All subsequent oral or written forward looking statements attributable to any
member of the Charles Taylor Group or Lovell Minnick or LMP Bidco, or any of
their respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above.
No profit forecasts or profit estimates
No statement in this Announcement is intended as a profit forecast or profit
estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share for Charles Taylor for
the current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Charles Taylor.
Publication on website and hard copies
This Announcement will be available free of charge, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Charles Taylor's website at http://www.ctplc.com/investors/ and on LMP Bidco's
website at www.lmpartners.com/charles-taylor-documents by no later than 12.00
p.m. on the Business Day following this Announcement.
Neither the content of any website referred to in this Announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this Announcement.
Charles Taylor Shareholders may request a hard copy of this Announcement by
contacting Computershare Investor Services PLC ("Computershare") on +44 (0) 370
889 4020. Calls outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 8.30 a.m. and 5.30 p.m.,
Monday to Friday, excluding public holidays in England and Wales. Please note
that Computershare cannot provide any financial, legal or tax advice and calls
may be recorded and monitored for security and training purposes. Charles
Taylor Shareholders may also request that all future documents, announcements
and information to be sent to them in relation to the Acquisition should be in
hard copy form. If a Charles Taylor Shareholder has received this Announcement
in electronic form, hard copies of this Announcement and any document or
information incorporated by reference into this Announcement will not be
provided unless such a request is made.
END
(END) Dow Jones Newswires
January 21, 2020 10:17 ET (15:17 GMT)
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