TIDMMNZS TIDMTTM
RNS Number : 9370U
Menzies(John) PLC
04 August 2022
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
4 August 2022
Recommended Final Cash Offer
for the entire issued and to be issued ordinary share capital
of
John Menzies plc ("Menzies")
by
GIL International Holdings V Limited ("Bidco")
(a wholly-owned subsidiary of Agility Public Warehousing Company
K.S.C.P.)
and
Proposal for the acquisition of the Preference Shares of Menzies
by Bidco
SCHEMES OF ARRANGEMENT BECOME EFFECTIVE
On 30 March 2022, the boards of Menzies and Bidco announced they
had reached agreement on the terms of a recommended cash offer
pursuant to which Bidco would acquire the entire issued and to be
issued ordinary share capital of Menzies (the "Acquisition"). The
Acquisition will be effected by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act (the "Ordinary
Share Scheme").
In connection with the Acquisition, Bidco made a proposal to the
holders of Preference Shares, pursuant to which Bidco would acquire
the entire issued and to be issued preference share capital of
Menzies (the "Preference Share Proposal"). The Preference Share
Proposal will also be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the
"Preference Share Scheme").
The Ordinary Share Scheme and the Preference Share Scheme are
proposed to be effected as separate schemes of arrangement. The
Ordinary Share Scheme is not conditional on the Preference Share
Scheme becoming Effective, however the Preference Share Scheme is
conditional on the Ordinary Share Scheme becoming Effective. The
circular in relation to the Ordinary Share Scheme and Preference
Share Scheme (the "Scheme Document") was published and posted to
Ordinary Scheme Shareholders, Preference Scheme Shareholders and,
for information only, to participants in the Menzies Share Plans
and persons with information rights on 27 April 2022.
Capitalised terms used but not defined in this announcement have
the meaning given to them in the Scheme Document.
On 2 August 2022, Menzies and Bidco announced that the Court had
sanctioned the Ordinary Share Scheme and Preference Share Scheme.
Menzies and Bidco are pleased to announced that the Ordinary Share
Scheme and Preference Share Scheme have today become Effective in
accordance with their respective terms, following delivery of the
Court Orders to the Registrar of Companies.
Suspension and cancellation of listing and trading
Dealings in the Ordinary Shares were suspended with effect from
7.30 a.m. on 4 August 2022. Applications have been made to the
Financial Conduct Authority and the London Stock Exchange in
relation to the delisting of the Ordinary Shares from the premium
listing segment of the Official List and cancellation of the
admission to trading of the Ordinary Shares on the main market of
the London Stock Exchange, which are each expected to take place at
7.00 a.m. on 5 August 2022.
Dealings in the Preference Shares were suspended with effect
from 7.30 a.m. on 4 August 2022. Applications have been made to the
Financial Conduct Authority and the London Stock Exchange in
relation to the delisting of the Preference Shares from the
Official List and cancellation of the admission to trading of the
Preference Shares on the London Stock Exchange, which are each
expected to take place at 7.00 a.m. on 5 August 2022.
Settlement of consideration
Under the terms of the Ordinary Share Scheme, Ordinary Scheme
Shareholders whose names appeared on the register of members of
Menzies at the Ordinary Share Scheme Record Time will receive 608
pence in cash per Ordinary Share. Settlement of the consideration
to which each Ordinary Scheme Shareholder is entitled will be
effected by way of the despatch of cheques or the crediting of
CREST accounts (for Ordinary Scheme Shareholders holding Ordinary
Scheme Shares in certificated form and in uncertificated form,
respectively) as soon as practicable and in any event not later
than 18 August 2022.
Under the terms of the Preference Share Scheme, Preference
Scheme Shareholders whose names appear on the register of members
of Menzies at the Preference Share Scheme Record Time will receive
150 pence in cash per Preference Share. Settlement of the
consideration to which each Preference Scheme Shareholder is
entitled will be effected by way of the despatch of cheques or the
crediting of CREST accounts (for Preference Scheme Shareholders
holding Preference Scheme Shares in certificated form and in
uncertificated form, respectively) as soon as practicable and in
any event not later than 18 August 2022.
Board changes
Menzies announces that all of the directors have resigned from
the Menzies board of directors (the "Board") with effect from the
Schemes becoming effective, other than John Geddes who will remain
on the Board. In addition, Ashwin Gungabissoon has been nominated
by Bidco and appointed to the Board.
Enquiries:
Menzies
John Geddes, Corporate Affairs Director Tel: + 44 (0) 131 459
8144
Goldman Sachs International (Lead financial adviser to
Menzies)
Eduard van Wyk Tel: + 44 (0) 20 7774 1000
Nick Harper
Peel Hunt (Financial adviser and corporate broker to
Menzies)
Charlie Batten Tel: +44 (0) 20 7418 8900
Mike Bell
Michael Nicholson
Miles Cox
Moelis & Company (Financial adviser to Menzies)
Yorick van Slingelandt Tel: +44 (0) 20 7634 3500
Liam Beere
Berenberg (Corporate broker to Menzies)
Ben Wright Tel: +44 (0) 20 3207 7800
Ciaran Walsh
FTI Consulting (Public relations adviser to Menzies)
John Waples Tel: + 44 (0) 20 3727 1068
Alex Beagley
Agility, NAS and Bidco
Jonathan Kerherve Tel: + 44 (0) 75 4019 4997
Barclays (Financial adviser to Agility, NAS and Bidco)
Omar Faruqui Tel: +44 (0) 20 7623 2323
Osman Akkaya
Calvin Lee
Finsbury Glover Hering (Public relations adviser to Agility, NAS
and Bidco)
James Murgatroyd Tel: + 44 (0) 20 7251 3801
Richard Webster-Smith
Latham & Watkins (London) LLP are retained as legal adviser
to Agility, NAS and Bidco.
DLA Piper UK LLP are retained as legal adviser to Menzies.
Important Notices
Goldman Sachs International ("Goldman Sachs"), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for Menzies
and no one else in connection with the Acquisition and will not be
responsible to anyone other than Menzies for providing the
protections afforded to clients of Goldman Sachs or for providing
advice in relation to any matter referred to herein.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Menzies and no one else in connection with the
Acquisition and will not be responsible to anyone other than
Menzies for providing the protections afforded to clients of Peel
Hunt or for providing advice in connection with the subject matter
of this document.
Joh. Berenberg, Gossler & Co. KG ("Berenberg"), which is
regulated by the Federal Financial Supervisory Authority in Germany
and in the United Kingdom is deemed authorised under the Temporary
Permissions Regime and subject to limited regulation by the
Financial Conduct Authority, is acting exclusively for Menzies in
connection with the Acquisition and will not be responsible to
anyone other than Menzies for providing the protections offered to
the clients of Berenberg, nor for providing advice in relation to
any matter referred to herein.
Moelis & Company UK LLP ("Moelis"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Menzies and no one else in connection
with the Acquisition and will not be responsible to anyone other
than Menzies for providing the protections afforded to clients of
Moelis or for providing advice in connection with any matter
referred to herein.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting exclusively for Agility, NAS and Bidco and no one else in
connection with the matters set out in this document and will not
be responsible to anyone other than Agility, NAS and Bidco for
providing the protections afforded to clients of Barclays nor for
providing advice in relation to any matter referred to herein.
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition, the Preference Share
Proposal or otherwise.
The Acquisition will be made solely through and on the terms set
out in the Scheme Document (or, in the event that the Acquisition
is to be implemented by means of a Takeover Offer, the offer
document) and the accompanying Forms of Proxy, which will contain
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. The Preference Share
Proposal will be made solely through and on the terms set out in
the Scheme Document (or, in the event that the Preference Share
Proposal is to be implemented by means of a takeover offer (as
defined in section 974 of the Companies Act) the offer document)
and the accompanying Forms of Proxy, which will contain the full
terms and conditions of the Preference Share Proposal, including
details of how to vote in respect of the Preference Share Proposal.
Any approval, decision or other response to the Acquisition and
Preference Share Proposal should be made only on the basis of the
information in the Scheme Document. Scheme Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition and Preference Share Proposal.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this announcement since such date.
Overseas shareholders
This announcement has been prepared for the purpose of complying
with English law, Scottish law, 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 of jurisdictions outside the United
Kingdom.
The laws of the relevant jurisdictions may affect the
availability of the Acquisition and Preference Share Proposal to
persons who are not resident in the United Kingdom . Persons who
are not resident in the United Kingdom, or who are subject to laws
of any jurisdiction other than the United Kingdom, should inform
themselves about, and observe any applicable requirements. Any
person (including, without limitation, nominees, trustees and
custodians) who would, or otherwise intends to, forward this
announcement, the Scheme Document or any accompanying document to
any jurisdiction outside the United Kingdom should refrain from
doing so and seek appropriate professional advice before taking any
action. In particular, the ability of persons who are not resident
in the United Kingdom to vote their Ordinary Shares or Preference
Shares at the relevant Court Meeting or General Meeting, or to
execute and deliver Forms of Proxy appointing another to vote their
Ordinary Shares or Preference Shares in respect of relevant Court
Meeting or General Meeting on their behalf, may be affected by the
laws of the relevant jurisdiction in which they are located.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction . To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition and Preference Share Proposal disclaim any
responsibility and liability for the violation of such restrictions
by any person.
The Acquisition and Preference Share Proposal will not be made,
directly or indirectly, in or into or by use of the mails or any
other means or instrumentality (including, without limitation,
telephonic or electronic) of interstate or foreign commerce of, or
any facility of a national, state or other securities exchange of,
a Restricted Jurisdiction, and the Acquisition and Preference Share
Proposal will not be capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted
Jurisdiction . Accordingly, copies of this announcement and formal
documentation relating to the Acquisition and Preference Share
Proposal are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded or distributed in, into or from a
Restricted Jurisdiction and persons receiving this announcement
(including custodians, nominees and trustees) must not distribute
or send it into or from a Restricted Jurisdiction. In the event
that the Acquisition is implemented by way of a Takeover Offer
and/or the Preference Share Proposal is implemented by way of a
takeover offer (as de ned in section 974 of the Companies Act) and
extended into the US, Bidco will do so in satisfaction of the
procedural and filing requirements of the US securities laws at
that time, to the extent applicable thereto. The Acquisition and
Preference Share Proposal relates to the shares of a company
incorporated in Scotland and it is proposed to be made by means of
a scheme of arrangement provided for under the Companies Act 2006
as it applies to Scottish companies . The Ordinary Share Scheme and
Preference Share Scheme will relate to the shares of a Scottish
company that is a "foreign private issuer" as defined under Rule
3b-4 under the US Exchange Act. A transaction effected by means of
a scheme of arrangement is not subject to the shareholder vote,
proxy solicitation and tender offer rules under the US Exchange
Act. Accordingly, the Ordinary Share Scheme and Preference Share
Scheme are subject to the disclosure requirements and practices
applicable in the UK to schemes of arrangement, which differ from
the disclosure requirements and practices of US shareholder vote,
proxy solicitation and tender offer rules. Financial information
included in the relevant documentation will have been prepared in
accordance with accounting standards applicable in the UK and may
not be comparable to the financial statements of US companies.
However, if Bidco were to elect to implement the Acquisition by
means of a Takeover Offer and/or Preference Share Proposal by way
of a takeover offer (as de ned in section 974 of the Companies
Act), such Takeover Offer and/or takeover offer (as de ned in
section 974 of the Companies Act) shall be made in compliance with
all applicable laws and regulations, including section 14(e) of the
US Exchange Act and Regulation 14E thereunder. Such Takeover Offer
and/or takeover offer (as de ned in section 974 of the Companies
Act) would be made in the US by Bidco and no one else. In addition
to any such Takeover Offer and/or takeover offer (as de ned in
section 974 of the Companies Act), Bidco, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in
Menzies outside such Takeover Offer and/or takeover offer (as de
ned in section 974 of the Companies Act) during the period in which
such Takeover Offer and/or takeover offer (as de ned in section 974
of the Companies Act) would remain open for acceptance. If such
purchases or arrangements to purchase are made they would be made
outside the United States in compliance with applicable law,
including the US Exchange Act.
Forward-looking statements
This announcement may contain certain "forward-looking
statements" with respect to Menzies, Bidco, NAS and Agility. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could", "aims", "projects" or other
words or terms of similar meaning or the negative thereof.
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 of Agility, NAS and/or Bidco and
the expansion and growth of Menzies and potential synergies
resulting from the Acquisition; and (iii) the effects of government
regulation on the business of Menzies.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. None of
Agility, NAS, Bidco or Menzies, 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 in any forward-looking statements
in this announcement will actually occur. You are cautioned not to
place undue reliance on such forward-looking statements, which
speak only as of the date hereof. All subsequent oral or written
forward-looking statements attributable to Agility, NAS, Bidco or
Menzies or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Should one or more of these risks or uncertainties materialise, or
should underlying assumptions prove incorrect, actual results may
vary materially from those described in this announcement. Bidco,
NAS, Agility and Menzies assume no obligation to update publicly or
revise forward-looking or other statements contained in this
announcement, whether as a result of new information, future events
or otherwise, except to the extent legally required.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for Agility, NAS, Bidco or Menzies in respect
of any period and no statement in this announcement should be
interpreted to mean that earnings or earnings per Ordinary Share or
Preference Share for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per Ordinary Share or Preference Share.
Preference Share Proposal is not subject to the Takeover
Code
The Preference Shares do not form part of the equity share
capital of Menzies. The Preference Share Proposal does not
therefore constitute an offer to which the Takeover Code applies
and the Preference Share Proposal is not subject to the
jurisdiction of the Takeover Panel.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Menzies' website at
www.Menziesaviation.com and on NAS' website at NAS.aero by no later
than 12:00 noon on the Business Day following the date of 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.
Requesting hard copies
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement, free of charge, by
contacting Computershare Investor Services Plc on 0370 703 6303 (or
from outside of the UK, on +44 (0)370 703 6303) between 8:30 a.m.
to 5:30 p.m. Monday to Friday (London time) or by submitting a
request in writing to Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS99 6ZZ. For persons who
receive a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement will not be
sent unless so requested. In accordance with Rule 30.3 of the Code,
a person so entitled may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition and/or Preference Share Proposal should be in hard copy
form.
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END
SOAGCGDIBDGDGDS
(END) Dow Jones Newswires
August 04, 2022 05:26 ET (09:26 GMT)
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