TIDMDTY
RNS Number : 1368X
Valderrama Ltd
24 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.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND NO INVESTMENT DECISION IN
RELATION TO THE ACQUISITION, THE VALDERRAMA SHARES OR THE NEW
CASTELNAU CONSIDERATION SHARES SHOULD BE MADE EXCEPT ON THE BASIS
OF INFORMATION IN THE OFFER DOCUMENT AND THE CASTELNAU PROSPECTUS
(AS SUPPLEMENTED BY THE SUPPLEMENTARY PROSPECTUS (AS DEFINED
BELOW)).
FOR IMMEDIATE RELEASE.
24 April 2023
MANDATORY 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)
Delisting and cancellation of trading of Dignity Shares
1 Introduction
This is an update regarding the recommended mandatory cash offer
for Dignity (the "Mandatory Offer") by Bidco pursuant to the terms
of the offer document published on 14 February 2023 (the "Offer
Document") (as amended by the terms of the Mandatory Offer
announced by Bidco on 14 April 2023 (the "Mandatory Offer
Announcement")).
Terms used but not defined in this announcement have the same
meaning given to them in the Offer Document, as amended by the
Mandatory Offer Announcement. All references to times in this
announcement are to London times, unless otherwise stated. A copy
of the Offer Document is available on Castelnau's website at
www.castelnaugroup.com.
2 Level of acceptances
As at 4.00 p.m. on 21 April 2023, Bidco had, by virtue of its
shareholdings and acceptances of the Mandatory Offer, acquired or
agreed to acquire 37,646,697 Dignity Shares, representing
approximately 75.09% of the voting rights exercisable at a general
meeting of Dignity.
3 Delisting and cancellation of trading
As the Mandatory Offer is now unconditional and Bidco has, by
virtue of its shareholdings and acceptances of the Mandatory Offer,
acquired, or agreed to acquire, Dignity Shares representing more
than 75% of the voting rights of Dignity, Bidco will require
Dignity to apply to the FCA and the London Stock Exchange,
respectively, to cancel the listing of Dignity Shares on the
Official List and the trading in Dignity Shares on the Main
Market.
Under Listing Rule 5.2.11R, Dignity announces that the notice
period for the cancellation of listing and trading of the Dignity
Shares has now commenced and cancellation of listing and trading of
the Dignity Shares is expected to take effect no earlier than 8.00
a.m. on 25 May 2023.
The cancellation of the listing of Dignity Shares on the
Official List and to trading on the Main Market will substantially
reduce the liquidity and marketability of any Dignity Shares not
assented to the Mandatory Offer. Any remaining Dignity Shareholders
will become minority shareholders in a majority-controlled company
and may, therefore, be unable to sell their Dignity Shares. There
can be no certainty that Dignity would pay any further dividends or
that such minority Dignity Shareholders will again be offered an
opportunity to sell their Dignity Shares on terms which are
equivalent to or no less advantageous than the Mandatory Offer.
4 Mandatory Offer remains open
Dignity Shareholders who have not yet accepted the Mandatory
Offer and/or made Alternative Offers Elections should note
that:
-- the Cash Offer will remain open for acceptance until further
notice. Bidco will give at least 14 days' notice by an announcement
before the Cash Offer is closed; and
-- as set out in the Offer Document, Bidco will close the
Alternative Offers on 3 May 2023 (the "Scale Back Date"). After
1.00 p.m. on the Scale Back Date, Dignity Shareholders will no
longer be able to make Alternative Offers Elections and any Dignity
Shareholders who purport to make such Alternative Offers Elections
will not receive any Valderrama D Shares or New Castelnau
Consideration Shares, as applicable, but will instead receive the
Cash Offer only. The closure of the Alternative Offers will be
announced by Bidco via a Regulatory Information Service.
5 Acceptance procedure
Bidco urges all Dignity Shareholders who have not yet accepted
the Mandatory Offer and/or made Alternative Offers Elections to do
so as soon as possible in accordance with the procedures set out in
paragraph 13 of Part II of, and in Part 4 and Part 5 of Appendix A
to, the Offer Document. By way of summary:
-- to accept the Mandatory Offer and make any Alternative Offers
Elections in respect of certificated Dignity Shares, Dignity
Shareholders must complete and return the Form of Acceptance,
together with their share certificate(s) and/or other document(s)
of title, as soon as possible and so as to be received by Link
Group at Corporate Actions, 10th Floor, Central Square, 29
Wellington Street, Leeds LS1 4DL; and
-- acceptances and Alternative Offers Elections in respect of
uncertificated Dignity Shares should be made electronically through
CREST so that the TTE instruction settles as soon as possible.
CREST sponsored members should refer to their CREST sponsor, as
only the CREST sponsor will be able to send the necessary TTE
instruction(s) to Euroclear.
In addition, Eligible Dignity Shareholders who wish to make an
election for the Unlisted Share Alternative must, regardless of
whether they hold their Dignity Shares in certificated or
uncertificated form, complete and return the Valderrama KYC Form
that accompanied the Offer Document.
6 Compulsory acquisition
If Bidco receives acceptances under the Mandatory Offer in
respect of, or otherwise acquires, 90% or more of the Dignity
Shares to which the Mandatory Offer relates, Bidco will exercise
its rights pursuant to the provisions of Chapter 3 of Part 28 of
the Companies Act to acquire compulsorily the remaining Dignity
Shares in respect of which the Mandatory Offer has not been
accepted.
7 Settlement
The timing for settlement of consideration to which any Dignity
Shareholder is entitled under the Mandatory Offer shall be as
follows:
-- in the case of acceptances of the Cash Offer only which have
been received and are complete in all respects on or before the
date of this announcement, within 14 days of the date of this
announcement;
-- in the case of further acceptances of the Cash Offer only,
within 14 days of the date of receipt of an acceptance which is
complete in all respects; and
-- in the case of Alternative Offers Elections (or a combination
of acceptances of the Cash Offer and Alternative Offers Elections),
on the fifth Business Day after the Scale Back Date.
Dignity Shareholders should refer to paragraph 15 of Part II of
the Offer Document for further details on how settlement of
consideration under the Mandatory Offer shall be effected.
8 General
The calculations in this announcement are based on 50,132,331
Dignity Shares in issue as 4.00 p.m. on 21 April 2023.
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
Macfarlanes LLP is acting as legal adviser to Bidco and the
Consortium. Slaughter and May is acting as legal adviser to
Dignity.
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 terms of 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, 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 terms of 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 terms of 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 Supplemental 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 ("Morgan Stanley"),
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 it 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.
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.
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END
OUPFLFEVSSIVFIV
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