TIDMPRZ TIDMTTM
RNS Number : 6171D
Prezzo PLC
30 January 2015
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
30 January 2015
RECOMMENDED CASH ACQUISITION
of
PREZZO PLC
by
PAPA BIDCO LIMITED
(a newly-incorporated company indirectly owned by the TPG
Funds)
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
Court Confirmation of Reduction of Capital
Prezzo plc ("Prezzo") is pleased to announce that the Reduction
of Capital in connection with the Scheme relating to the
Acquisition of Prezzo by Papa Bidco Limited, a newly-incorporated
company indirectly owned by funds managed by TPG Capital LLP,
("Bidco"), was confirmed by the Court at a hearing earlier
today.
The Court Orders relating to the Scheme and the Reduction of
Capital will be delivered to the Registrar of Companies on 2
February 2015 for registration and, following such registration,
the Scheme will become effective in accordance with its terms.
The London Stock Exchange has confirmed that, subject to the
Scheme becoming effective, the cancellation of the admission to
trading of Prezzo Shares on AIM will be effective from 7:00 a.m.
(London time) on 3 February 2015. Share certificates in respect of
Prezzo Shares will cease to be valid and entitlements to Prezzo
Shares held within the CREST system will be cancelled.
The despatch of cheques and the crediting of CREST accounts for
the Cash Consideration due under the Scheme will take place no
later than 16 February 2015.
General
The Prezzo Directors accept responsibility for the information
contained in this announcement and, to the best of their knowledge
and belief (having taken all reasonable care to ensure that such is
the case), the information contained in this announcement is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
A copy of this announcement will be available free of charge but
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions on Prezzo's website at
www.prezzorestaurantscorporate.co.uk/. The contents of this website
are not incorporated into, and do not form part of, this
announcement.
Capitalised terms used but not defined in this announcement have
the same meanings set out in the circular to Prezzo Shareholders
dated 4 December 2014 (the "Scheme Document").
Enquiries
Tulchan Communications LLP (Media enquiries
to Prezzo)
Tom Buchanan
Victoria Huxster +44 (0) 20 7353 4200
Altium (Financial adviser to Prezzo) +44 (0) 20 7484 4040
Sam Fuller
Paul Chamberlain
Cenkos Securities Plc (NOMAD and Broker
to Prezzo) +44 (0) 20 7397 8900
Bobbie Hilliam
Further information
Altium Capital Limited ("Altium"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Prezzo and no one else in connection with
the Acquisition, and will not be responsible to anyone other than
Prezzo for providing the protections afforded to clients of Altium
nor for providing advice in relation to the Acquisition or any
other matter referred to in this announcement.
Cenkos Securities Plc ("Cenkos"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Prezzo and no one else in connection with
the Acquisition, and will not be responsible to anyone other than
Prezzo for providing the protections afforded to clients of Cenkos
nor for providing advice in relation to the Acquisition or any
other matter referred to in this announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval or of an
offer to buy securities in any jurisdiction, pursuant to the
Acquisition or otherwise.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules 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.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom and the ability of Prezzo Shareholders who
are not resident in the United Kingdom to participate in the
Acquisition may be affected by the laws of relevant jurisdictions.
Therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or Prezzo Shareholders
who are not resident in the United Kingdom will need to inform
themselves about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
Unless otherwise determined by 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 and no person may vote in respect of
the Acquisition by any such use, means, instrumentality or from
within a Restricted Jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed, transmitted
or otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction and persons receiving this announcement
(including, without limitation, agents, nominees, custodians and
trustees) must not distribute, send or mail it in, into or from
such jurisdiction. Any person (including, without limitation, any
agent, nominee or trustee) who has a contractual or legal
obligation, or may otherwise intend, to forward this announcement
and/or the Scheme Document and/or any other related document to a
jurisdiction outside the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdiction.
The Acquisition relates to the shares of a public limited
company incorporated in England and Wales and is being effected by
means of a scheme of arrangement provided for under, and governed
by, English law. 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.
Financial information included in the Scheme Document has 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.
It may be difficult for US Holders of Prezzo Shares to enforce
their rights and any claim arising out of US federal securities
laws, since Bidco is incorporated under the laws of England and
Wales and Prezzo is incorporated under the laws of England and
Wales, and some or all of their officers and directors are
residents of non-US jurisdictions. In addition, most of the assets
of Bidco and Prezzo are located outside the United States. US
Holders of Prezzo 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
judgment.
Forward-looking statements
This announcement contains statements which are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact may
be forward-looking statements. They are based on current
expectations and projections 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. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims", "projects"
or words or terms of similar substance or the negative thereof, as
well as variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations.
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 to
differ materially from those projected or implied in any
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 of this
announcement. Any forward-looking statements made by Bidco or
Prezzo in this announcement are made as of the date of this
announcement based on the opinions and estimates of the Bidco
Directors or, as the context may require, the Prezzo Directors.
Each of the Bidco Group and the Prezzo Group, and each of their
respective members, directors, officers, employees, advisers and
any person acting on their behalf, expressly disclaims any
intention or obligation to update or revise any forward-looking or
other statements contained in this announcement, whether as a
result of new information, future events or otherwise, except as
required by applicable law.
Neither the Bidco Group, the Prezzo Group, nor their respective
members, directors, officers or employees, advisers or any person
acting on their behalf, 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.
No forward-looking or other statements have been reviewed by the
auditors of the Bidco Group or the Prezzo Group. All subsequent
oral or written forward-looking statements attributable to the
Bidco Group or the Prezzo Group, or any of their respective
members, directors, officers, advisers or employees or any person
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above.
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 10(th) business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10(th) 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, 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.
Information relating to Prezzo Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Prezzo Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Prezzo may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.12(c) of the Code.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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