TIDMSTCK TIDMTTM
RNS Number : 1420L
Sunray Investments Luxembourg SARL
08 September 2021
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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
8 September 2021
RECOMMED CASH ACQUISITION
of
STOCK SPIRITS GROUP PLC
by
SUNRAY INVESTMENTS LUXEMBOURG S.À R.L.
Disclosure under Rule 26
Bidco announces that Bank Handlowy w Warszawie S.A. and ING Bank
N.V., London Branch in their capacity as original interim lenders
and underwriters of the senior facilities and Citibank, N.A.,
London Branch and ING Bank N.V., London Branch in their capacity as
arrangers of the interim facilities and the senior facilities, have
entered into (i) a global transfer certificate and amendment letter
relating to the interim facilities agreement (the " IFA Global
Transfer Certificate and Amendment Letter ") with Bank Polska Kasa
Opieki S.A., BNP Paribas Bank Polska, Komerční banka, a. s. and
UniCredit S.p.A. (the " New Interim Lenders" ) together with ING
Bank N.V. as interim agent and interim security agent, Bidco as the
company and Sunray Gamma S.à r.l., under which, among other things,
each of the New Interim Lenders will be transferred GBP8,125,000
under interim facility A, GBP24,375,000 under interim facility B
and GBP10,000,000 under the interim revolving facility and is named
as an arranger under the interim facilities agreement; (ii) an
amended and restated commitment letter (the " Amended Commitment
Letter ") and an amended and restated fee letter (the " Amended Fee
Letter ") with Bank Polska Kasa Opieki S.A., BNP Paribas Bank
Polska, Komerční banka, a. s. and UniCredit S.p.A. (the " New
Underwriters ") together with Bidco, under which, among other
things, each of the New Underwriters agrees to underwrite
GBP8,125,000 under facility A, GBP24,375,000 under facility B and
GBP10,000,000 under the revolving facility and is named as a
mandated lead arranger; and (iii) a new interim facilities
agreement conditions precedent status letter together with the New
Interim Lenders setting out the status of the conditions to funding
under the interim facilities agreement (the " New CP Status Letter
").
A copy of the IFA Global Transfer Certificate and Amendment
Letter, the Amended Commitment Letter, the Amended Fee Letter and
the New CP Status Letter are available on Stock Spirits' and
Bidco's websites at www.stockspirits.com/investors/default.aspx and
www.cvc-sunray-offer-2021.com respectively.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the scheme document published on 27
August 2021 containing the full terms and conditions of the
acquisition by Bidco of the entire issued and to be issued share
capital of Stock Spirits Group plc (the " Scheme Document ").
Enquiries:
CVC
Carsten Huwendiek 020 7420 4240
Citigroup Global Markets Limited ( Financial Adviser and
Corporate Broker to Bidco)
Sian Evans 020 7986 4000
Peter Brown (Corporate Broking)
Tulchan Communications (PR Adviser to Bidco)
Jonathan Sibun 020 7353 4200
Simon Pilkington
Will Palfreyman
Stock Spirits
Paul Bal 016 2864 8500
J.P. Morgan Cazenove (Joint Financial Adviser to Stock
Spirits)
Dwayne Lysaght 020 7742 40000
Jeannette Smits van Oyen
Jonty Edwards
Numis (Joint Financial Adviser and Rule 3 Adviser to Stock
Spirits)
Luke Bordewich 020 7260 1000
Stuart Ord
Tom Jacob
Powerscourt (PR Adviser to Stock Spirits)
Rob Greening 020 7250 1446
Lisa Kavanagh
Bethany Johannsen
Important notices
J.P. Securities plc, which conducts its UK investment banking
business as J.P. Morgan Cazenove, (" J.P. Morgan Cazenove ") which
is authorised in the UK by the Prudential Regulation Authority (the
" PRA ") and regulated in the UK by the PRA and Financial Conduct
Authority (the "FCA" ), is acting as joint financial adviser
exclusively for Stock Spirits and no-one else in connection with
the Acquisition and will not regard any other person as a client in
relation to the Acquisition and will not be responsible to anyone
other than Stock Spirits for providing the protections afforded to
clients of J.P. Morgan Cazenove or its affiliates, nor for
providing advice in relation to the Acquisition or any other
matters referred to in this Announcement.
Numis Securities Limited (" Numis "), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for Stock Spirits and no-one else in connection with the
Acquisition and all other matters described in this Announcement
and will not be responsible to anyone other than Stock Spirits for
providing the protections afforded to clients of Numis nor for
providing advice in relation to the Acquisition or any other
matters referred to in this Announcement. Neither Numis nor any of
its affiliates, nor any of its or their directors or employees,
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 Numis in
connection with this Announcement, the matters referred to herein,
any statements contained herein, the Acquisition or otherwise.
Citigroup Global Markets Limited (" Citi ") which is authorised
in the UK by the PRA and regulated by the FCA and PRA, is acting
exclusively as financial adviser and corporate broker for Bidco and
no-one else in connection with the Acquisition, and will not be
responsible to anyone other than Bidco for providing the
protections afforded to clients of Citi, nor for providing advice
in relation to the Acquisition or any other matters referred to in
this Announcement. Neither Citi nor any of its affiliates,
directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of Citi in
connection with this Announcement, any statement contained herein,
the Acquisition or otherwise.
This Announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or solicitation of
any offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction, whether pursuant to the
Acquisition or otherwise.
The Acquisition shall be made implemented solely by means of the
Scheme Document (or, if the Acquisition is implemented by way of an
Offer, the related offer document) which, together with the Forms
of Proxy, contain the full terms and Conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any
vote in respect of the Scheme or other response to the Acquisition
should be made only on the basis of the information in the Scheme
Document (or, if the Acquisition is implemented by way of an Offer,
the related offer document).
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.
This Announcement does not constitute a prospectus or
prospectus-equivalent document. Stock Spirits and Bidco urge Stock
Spirits Shareholders to read the Scheme Document because it
contains important information relating to the Acquisition.
Overseas Jurisdictions
The release, publication or distribution of this Announcement in
or into or from 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. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
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 does not constitute
an offer or invitation to purchase or subscribe for any securities
or a solicitation of an offer to buy any securities pursuant to
this Announcement or otherwise in any jurisdiction in which such
offer or solicitation is unlawful.
This Announcement has been prepared in accordance with and for
the purpose of complying with applicable English law, the Takeover
Code, the Market Abuse Regulation, the Disclosure, Guidance and
Transparency Rules and the Listing Rules and 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 England and Wales.
The availability of the Acquisition to Stock Spirits
Shareholders who are not resident in and citizens of the UK 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 UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
In particular, the ability of persons who are not resident in the
UK to vote their Stock Spirits Shares with respect to the Scheme at
the Court Meeting, or to appoint another person as proxy to vote at
the Court Meeting on their behalf, 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.
Unless otherwise determined by Bidco or required by the Takeover
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 and no person may vote in favour of
the Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this Announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving this
Announcement and all such documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of the Acquisition. If the Acquisition is
implemented by way of an Offer (unless otherwise permitted by
applicable law and regulation), the Offer may not be made directly
or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted
Jurisdiction
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange and the
FCA.
Notice to US investors
US Holders should note that the Acquisition relates to shares in
an English company and is proposed to be implemented by means of a
scheme of arrangement under English law. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
or proxy solicitation rules under the US Exchange Act. Accordingly,
the Acquisition and the Scheme will be subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which are different from the disclosure requirements
of the US tender offer and proxy solicitation rules. The financial
information included in this Announcement and Scheme Document has
been prepared in accordance with International Financial Reporting
Standards, and thus 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 US. However, if, in the future, Bidco were to
exercise its right to implement the Acquisition by way of an Offer,
such Offer will be made in compliance with applicable US tender
offer and securities laws and regulations.
The receipt of cash pursuant to the Acquisition by a US Holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme will likely be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as
well as foreign and other, tax laws. Each Stock Spirits Shareholder
is urged to consult with legal, tax and financial advisers in
connection with making a decision regarding this transaction.
It may be difficult for US Holders to enforce their rights and
any claims arising out of the US federal securities laws in
connection with the Acquisition, since Bidco and Stock Spirits 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 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.
To the extent permitted by applicable law, in accordance with
normal UK market practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Bidco or its nominees, or its brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, Stock Spirits Shares outside of the US,
other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required
in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com .
In accordance with the Takeover Code, normal UK market practice
and Rule 14e-5(b) of the US
Exchange Act, Citi and J.P. Morgan Cazenove and each of their
affiliates will continue to act as exempt principal traders in
Stock Spirits securities on the London Stock Exchange. These
purchases and activities by exempt principal traders which are
required to be made public in the UK pursuant to the Takeover Code
will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
https://www.londonstockexchange.com/ .
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Stock Spirits, the
Stock Spirits Group, Bidco and/or the Wider Bidco Group contain
statements, which are, or may be deemed to be, "forward-looking
statements" (including for the purposes of the US Private
Securities Litigation Reform Act of 1995). 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 Stock Spirits, the Stock Spirits
Group, Bidco and/or the Wider Bidco Group (as applicable) 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
"prepares", "plans", "expects" or "does not expect", "is expected",
"is subject to", "budget", "projects", "synergy", "strategy",
"scheduled", "goal", "estimates", "forecasts", "intends",
"cost-saving", "anticipates" or "does not anticipate", or
"believes", or 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.
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
Stock Spirits, any member of the Stock Spirits Group, Bidco, the
Wider Bidco Group or any member of the Bidco Group's operations and
potential synergies resulting from the Acquisition; and (iii) the
effects of global economic conditions and governmental regulation
on Stock Spirits, any member of the Stock Spirits Group, Bidco or
any member of the Wider Bidco Group's business.
Although Stock Spirits and Bidco believe that the expectations
reflected in such forward-looking statements are reasonable (other
than where expressly disclaimed), none of Stock Spirits, the Stock
Spirits Group, Bidco and/or the Wider Bidco Group can give any
assurance that such expectations will prove to be correct. 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. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These
factors include, but are not limited to, the satisfaction of the
Conditions, as well as additional factors, such as: changes in the
global political, economic, business and competitive environments;
inability to obtain, or meet conditions imposed for, required
governmental and regulatory approvals; legal or regulatory
developments and changes, including, but not limited to, changes in
environmental and health and safety regulations; government
actions; foreign exchange rate and interest rate fluctuations;
changes in tax rates; weak, volatile or illiquid capital and/or
credit markets; market position of the companies comprising the
Stock Spirits Group; earnings; financial position; cash flows;
return on capital and operating margins; anticipated investments;
the ability of Bidco and/or the Stock Spirits Group to obtain
capital/additional finance; an unexpected
decline in revenue or profitability; retention of senior
management; the maintenance of labour relations; fluctuations in
commodity prices and other input costs; operating and financial
restrictions as a result of financing arrangements; changes in
consumer habits and preferences including a reduction in demand by
customers; competitive product and pricing pressures; future
business combinations or disposals; success of business and
operating initiatives; and changes in the level of capital
investment.
Other unknown or unpredictable factors could cause actual
results to differ materially from those expected, estimated or
projected in the forward-looking statements. If any one or more of
these risks or uncertainties materialises or if any one or more of
the assumptions prove incorrect, actual results may differ
materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the
light of such factors.
None of Stock Spirits, the Stock Spirits Group, Bidco nor the
Wider Bidco Group nor any of their respective associates or
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. Given these risks and
uncertainties, potential investors are cautioned not to place any
reliance on these forward-looking statements.
Specifically, statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
Stock Spirits Group, there may be additional changes to the
operations of the Stock Spirits Group. As a result, and given the
fact that the changes relate to the future, the resulting cost
synergies may be materially greater or less than those
estimated.
Other than in accordance with their legal or regulatory
obligations, none of Stock Spirits, the Stock Spirits Group, Bidco
nor the Wider Bidco Group is under any obligation, and each of the
foregoing expressly disclaim any intention or obligation to update
or to revise any forward-looking statements other than as required
by law or by the rules of any competent regulatory authority,
whether as a result of new information, future events or
otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. 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. (London time) on the 10th business
day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) 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 per cent. 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.
(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 shall 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 http://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 a website
This Announcement and the documents required to be published
pursuant to Rule 26.3 of the Takeover Code, will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Stock Spirits' and Bidco's websites at
www.stockspirits.com/investors/default.aspx and
www.cvc-sunray-offer-2021.com respectively. For the avoidance of
doubt, the contents of these websites are not incorporated into and
do not form part of this Announcement
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Stock Spirits
Shareholders, persons with information rights and participants in
Stock Spirits Share Plans may request a hard copy of this
Announcement, the Scheme Document or information incorporated into
the Scheme Document by contacting Stock Spirits' Registrar,
Computershare, through either of the following methods: (i) by
calling +44 (0)370 873 5834 between 9:00 a.m. and 5:30 p.m. Monday
to Friday (London time) (except public holidays in England and
Wales); or (ii) by submitting a request in writing to Computershare
at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United
Kingdom, in each case, stating your name, and the address to which
the hard copy should be sent. Calls are charged at the standard
geographic rate and will vary by provider. Calls from outside the
UK will be charged at the applicable international rate. Please
note that calls may be monitored or recorded for security and
training purposes and Computershare cannot provide advice on the
merits of the Acquisition or the Scheme or give any financial,
legal or tax advice.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Stock Spirits Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Stock Spirits may be provided to Bidco, members
of the Bidco Group and/or their respective advisers during the
Offer Period as requested under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
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.
This information is provided by RNS, the news service of the
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Kingdom. Terms and conditions relating to the use and distribution
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contact rns@lseg.com or visit www.rns.com.
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END
OUPFLFEIADITIIL
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