TIDMDTY
RNS Number : 7989W
Dignity PLC
19 April 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.
FOR IMMEDIATE RELEASE.
MANDATORY UNCONDITIONAL CASH OFFER
FOR
DiGNITY PLC ("DIGNITY")
BY
yellow (spc) bidco limited ("BIDCO")
(a newly formed company indirectly owned or controlled by a
consortium comprised of joint offerors SPWOne V Limited, Castelnau
Group Limited and Phoenix Asset Management Partners Limited)
1. Introduction
On 23 January 2023, the boards of directors of Dignity and Bidco
announced that they had reached agreement on the terms of a
recommended cash offer to be made by Bidco to acquire the entire
issued and to be issued share capital of Dignity, other than the
Dignity Shares already owned or controlled by Castelnau and
PAMP.
Bidco published an offer document on 14 February 2023 (the
"Offer Document"), setting out the full terms and conditions of the
Offer. Capitalised terms used but not defined in this announcement
have the same meaning given to them in the Offer Document. All
references to times in this announcement are to London times,
unless otherwise stated. A copy of the Offer Document is available
on Dignity's website at www.dignityplc.co.uk .
As announced by Bidco on 6 April 2023, the FCA Change in Control
Condition was satisfied on 5 April 2023 and the Offer timetable was
resumed, with a new Unconditional Date of 4 May 2023. On 14 April
2023 the Offer became a mandatory cash offer with listed and
unlisted share alternative offers (the "Mandatory Offer" and
Bidco's announcement of such Mandatory Offer, the "Mandatory Offer
Announcement").
2. Offer unconditional
The board of Dignity notes the announcement by Bidco on 19 April
2023 that, as at 11.00 a.m. on 19 April 2023, Bidco was able to
count 31,955,529 Dignity Shares, representing approximately 63.74%
of Dignity's issued share capital, towards satisfaction of the
Acceptance Condition. Bidco therefore declared that the Mandatory
Offer had become unconditional.
3. Additional considerations
The board of Dignity recognises that, following the Mandatory
Offer being declared unconditional, Bidco has obtained control of
Dignity. Furthermore, should Bidco acquire Dignity Shares and/or
receive acceptances which result in Bidco holding 75% or more of
the voting rights in Dignity , Bidco's stated intention is to
procure that Dignity applies to the UK Listing Authority for the
cancellation of its listing on the Official List and to the London
Stock Exchange for the cancellation of its admission to trading.
Consequently, there is a risk that Dignity Shareholders who do not
accept the Mandatory Offer could, as a result, own a minority
interest in an unlisted company. In such circumstances, the
liquidity and marketability of Dignity Shares held by such Dignity
Shareholders would be significantly reduced.
Dignity Shareholders who have not yet accepted the Mandatory
Offer should note that, whilst Bidco has stated that the Cash Offer
will remain open for acceptance until further notice and that Bidco
will give at least 14 days' notice by way of a Regulatory
Information Service announcement before the Cash Offer is closed,
Bidco will close the Alternative Offers at 1.00 p.m. on 3 May
2023.
4. Recommendation
The board of Dignity believes that the Cash Offer represents an
opportunity for Dignity Shareholders to realise an immediate cash
sum at a fair price for all of their Dignity Shares, and reiterates
its unanimous recommendation that Dignity Shareholders accept or
procure the acceptance of the Cash Offer.
Enquiries
SPWOne info@SPWOne.com
Nick Edwards / Chris Wensley / Adam Bulmer
PAMP / Castelnau
Gary Channon / Steve Tatters / Graham Shircore +44 20 8600 0100
Morgan Stanley (Financial adviser to Bidco)
Laurence Hopkins / Richard Brown / Anusha
Vijeyaratnam +44 20 7425 8000
Liberum (Corporate broker to Castelnau)
Darren Vickers / Owen Matthews / William King +44 20 3100 2222
H/Advisors Maitland (PR adviser to Bidco)
William Clutterbuck / Jason Ochere / Jonathan
Cook +44 20 7379 5151
Dignity
Kate Davidson MBE - Chief Executive Officer
Giovanni (John) Castagno - Chair +44 20 7466 5000
Rothschild & Co (Financial adviser and Rule
3 adviser to Dignity)
Majid Ishaq / John Byrne / Ali Kazmi +44 20 7280 5000
Investec (Corporate broker to Dignity)
Gary Clarence / Ben Farrow +44 20 7597 4000
Buchanan (PR adviser to Dignity)
Chris Lane / Hannah Ratcliff / Verity Parker +44 20 7466 5000
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, or otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities, or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Dignity or any member of the Consortium pursuant to
the Acquisition or otherwise in any jurisdiction in contravention
of applicable laws. The Mandatory Offer is being made solely by
means of the Offer Document (as amended by the Mandatory Offer
Announcement) and the Form of Acceptance, which, together, contain
the full terms and conditions of the Mandatory Offer, including
details of how it may be accepted.
In addition to the Offer Document published by Bidco (as amended
by the Mandatory Offer Announcement), Castelnau published the
Castelnau Prospectus (as supplemented by the supplementary
prospectus published by Castelnau on 4 April 2023 (the
"Supplementary Prospectus")), containing information on, amongst
other things, the New Castelnau Consideration Shares. Dignity
Shareholders should read the Offer Document (as amended by the
Mandatory Offer Announcement), the Castelnau Prospectus (as
supplemented by the Supplementary Prospectus) and the Form of
Acceptance carefully because they contain important information in
relation to the Mandatory Offer and the New Castelnau Consideration
Shares. Any decision by Dignity Shareholders in respect of the
Mandatory Offer should be made only on the basis of the information
contained in the Offer Document (as amended by the Mandatory Offer
Announcement), the Castelnau Prospectus (as supplemented by the
Supplementary Prospectus) and the Form of Acceptance.
This announcement does not constitute a prospectus or prospectus
equivalent document. Approval of the Castelnau Prospectus and/or
the Supplementary Prospectus by the FCA should not be understood as
an endorsement of the New Castelnau Consideration Shares.
Information relating to Dignity Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Dignity Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Dignity may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 to the
Takeover Code.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable legal or
regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom to accept the Mandatory
Offer or to execute and deliver a Form of Acceptance may be
affected by the laws of the relevant jurisdictions in which they
are located. 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. 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 the United Kingdom.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, neither the
Listed Share Alternative nor the Unlisted Share Alternative are
being made available, directly or indirectly, in, into or from a
Restricted Jurisdiction and no Dignity Shareholder may make an
Alternative Offers Election by any use, means or instrumentality
(including facsimile, e-mail or other electronic transmission or
telephone) of interstate or foreign commerce of, or of any facility
of, a national, state or other securities exchange of a Restricted
Jurisdiction. In addition, unless otherwise determined by Bidco or
required by the Takeover Code, the Listed Share Alternative is not
being made available to any Dignity Shareholder whose registered
address is in an EEA Member State.
The availability of the Acquisition to Dignity 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. Persons who are not
resident in the United Kingdom should inform themselves about, and
observe, any applicable legal or regulatory requirements of their
jurisdictions.
Details in relation to Dignity Shareholders in overseas
jurisdictions are also contained in the Offer Document.
The Acquisition is subject to the applicable requirements of the
Takeover Code, the Panel, the LSE and the FCA.
Additional information for US investors
The Mandatory Offer relates to the securities of a UK company
and is subject to UK disclosure requirements, which are different
from those of the United States. Financial information included in
this announcement, the Offer Document and the Castelnau Prospectus
(as supplemented by the Supplementary Prospectus) has been or will
have been prepared in accordance with accounting standards
applicable in the United Kingdom that may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
The Mandatory Offer is being made in the United States pursuant
to the applicable US tender offer rules, subject to the exemption
provided under Rule 14d-1(c) under the Exchange Act of 1934, as
amended, for a Tier I tender offer, and otherwise in accordance
with the requirements of the Takeover Code. Accordingly, the
Mandatory Offer is 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 US domestic tender offer
procedures and law.
To the extent permissible under applicable law or regulations,
Bidco and its affiliates or its brokers and its broker's affiliates
(acting as agents for Bidco or its affiliates, as applicable) may
from time to time after the date of the Offer Document and the date
hereof and during the pendency of the Mandatory Offer, and other
than pursuant to the Mandatory Offer, directly or indirectly
purchase or arrange to purchase Dignity Shares or any securities
that are convertible into, exchangeable for or exercisable for
Dignity Shares. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated
prices. To the extent information about such purchases or
arrangements to purchase is made public in the United Kingdom, such
information will be disclosed by means of a press release or other
means reasonably calculated to inform US holders of Dignity of such
information. In addition, the financial advisers to Bidco also may
engage in ordinary course trading activities in securities of
Dignity, which also may include purchases or arrangements to
purchase such securities. To the extent required in the United
Kingdom, any information about such purchases will be made public
in the United Kingdom in the manner required by United Kingdom
law.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved the
Mandatory Offer, passed any comments upon the merits or fairness of
the Mandatory Offer, passed any comments on the adequacy or
completeness of the Offer Document or hereof, or passed any comment
on whether the content in the Offer Document or herein is correct
or complete. Any representation to the contrary is a criminal
offence in the US.
The receipt of cash pursuant to the Mandatory Offer by a US
holder of Dignity Shares 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 Dignity Shareholder is urged to consult their
independent professional adviser immediately regarding the tax
consequences of acceptance of the Mandatory Offer.
It may be difficult for US holders of Dignity Shares to enforce
their rights and any claim arising out of the US federal laws,
since Bidco and Dignity 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 of Dignity Shares 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.
The securities to be issued in connection with either of the
Alternative Offers pursuant to the Mandatory Offer have not been
and will not be registered under the US Securities Act or the
securities laws of any state or other jurisdiction of the United
States. Valderrama D Shares and New Castelnau Consideration Shares
will only be made available outside of the US to non-US Persons in
offshore transactions within the meaning of, and in accordance
with, the safe harbour from the registration requirements provided
by Regulation S.
Important notices relating to the financial advisers
Morgan Stanley & Co. International plc, which is authorised
by the PRA and regulated by the FCA and the PRA in the United
Kingdom, is acting as financial adviser exclusively to Bidco and
the members of the Consortium and for no one else and will not be
responsible to anyone other than Bidco and the members of the
Consortium for providing the protections afforded to its clients or
for providing advice in relation to the matters referred to in this
announcement. Neither Morgan Stanley, 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 Morgan
Stanley in connection with the Acquisition, any statement contained
in this announcement or otherwise.
Rothschild & Co, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for Dignity and no
one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than
Dignity for providing the protections afforded to clients of
Rothschild & Co, nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement.
Neither Rothschild & Co nor any of its affiliates (nor their
respective directors, officers, employees or agents) 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 in
this announcement, the Acquisition or otherwise. No representation
or warranty, express or implied, is made by Rothschild & Co as
to the contents of this announcement.
Liberum, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively as corporate broker to
Castelnau and no one else in connection with the matters referred
to in this announcement and will not be responsible to anyone other
than Castelnau for providing the protections afforded to clients of
Liberum, nor for providing advice in relation to the Acquisition or
any other matters referred to in this announcement. Neither Liberum
nor any of its affiliates (nor their respective directors,
officers, employees or agents) 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 Liberum in connection with this announcement,
any statement contained in this announcement, the Acquisition or
otherwise. No representation or warranty, express or implied, is
made by Liberum as to the contents of this announcement.
Investec, which is authorised by the PRA and regulated by the
FCA and the PRA, is acting as corporate broker exclusively to
Dignity and for no one else in connection with the Acquisition or
other matters referred to in this announcement and will not be
responsible to anyone other than Dignity 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 set out in this announcement. Further, Investec
accepts no responsibility whatsoever and makes no representations
or warranty, express or implied, for or in respect of the contents
of this announcement. Investec and its affiliates accordingly
disclaim, to the fullest extent permitted by law, any and all
responsibility and liability whatsoever, arising in tort or
otherwise, which it might otherwise have in respect of this
announcement, any statement contained in this announcement, the
Acquisition or otherwise.
Cautionary note regarding forward-looking statements
This announcement (including information incorporated by
reference into this announcement), oral statements regarding the
Acquisition and other information published by Bidco, the members
of the Consortium and Dignity contain statements which are, or may
be deemed to be, "forward-looking statements" with respect to the
financial condition, results of operations and business of Dignity
and certain plans and objectives of Bidco. Forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of the management of Bidco and Dignity about future
events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", "is subject to", "budget", "scheduled",
"forecast", "intend", or other words of similar meaning. These
statements are based on assumptions and assessments made by Bidco
and/or Dignity in light of their experience and their perception of
historical trends, current conditions, likely future developments
and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty, because
they relate to events and depend on circumstances that will occur
in the future, and the factors described in the context of such
forward-looking statements in this announcement could cause actual
results and developments to differ materially from those expressed
in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and investors are therefore cautioned
not to place undue reliance on these forward-looking
statements.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions. For a discussion of
important factors which could cause actual results to differ from
forward-looking statements in relation to Dignity, refer to the
annual report and accounts of Dignity for the financial year ended
31 December 2021.
Each forward-looking statement speaks only as at the date of
this announcement. Neither Bidco nor Dignity, nor any member of
their respective groups, assumes any obligation to update or revise
any forward-looking statements contained in this announcement
(whether as a result of new information, future events or
otherwise), except as required by applicable law.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover 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 p.m. on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. 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% 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 p.m. 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 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 on website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Castelnau's website at www.castelnaugroup.com and
on Dignity's website at www.dignityplc.co.uk by no later than 12
noon on the Business Day following this announcement. For the
avoidance of doubt, the contents of the websites referred to in
this announcement are not incorporated into and do not form part of
this announcement.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly 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.
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