TIDMUNG
RNS Number : 3701X
Universe Group PLC
04 January 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
FOR IMMEDIATE RELEASE
4 January 2022
RECOMMED CASH ACQUISITION
of Universe Group plc ("Universe")
by
Inform Information Systems Limited ("IISL")
(a wholly owned subsidiary of Professional DataSolutions,
Inc.)
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting
On 23 November 2021, the boards of IISL and Universe announced
that they had reached agreement on the terms and conditions of a
recommended cash offer by IISL for the entire issued and to be
issued share capital of Universe (the "Acquisition") to be effected
by way of a court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme"). On 2 December 2021, the
scheme document in connection with the Acquisition (the "Scheme
Document") was published. The Scheme Document contains further
information with regard to the Scheme and the actions to be taken
by Universe Shareholders with regard to the Scheme. The board of
Universe is pleased to announce that, at the Court Meeting and
General Meeting which were held earlier today, the shareholders of
Universe approved by the requisite majorities all of the
resolutions proposed at each of the meetings in respect of the
Acquisition.
Details of the resolutions passed are set out in the notices of
the Court Meeting and General Meeting contained in the Scheme
Document.
The number of Universe Shares in issue at 6.00 p.m. on 30
December 2021, being the Scheme Voting Record Time, was
261,066,720.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document.
Court Meeting
The Court Meeting, convened in accordance with order of the
Court dated 1 December 2021, sought approval from Scheme
Shareholders for the Scheme.
A majority in number of Scheme Shareholders who voted (either in
person or by proxy), representing 99.99 per cent. by value of those
Scheme Shares voted, voted in favour of the resolution to approve
the Scheme.
Accordingly, the resolution proposed at the Court Meeting was
duly passed.
Details of the votes cast were as follows:
No. of Scheme % of Scheme No. of % of Scheme % of Scheme
Shareholders Shareholders Scheme Shares voted* Shares
present and present and Shares voted as
voting voting* voted a % of
all Scheme
Shares
eligible
to be voted
at the
Court Meeting*
For 319 96.66 % 195,810,181 99.99 % 75.00 %
-------------- -------------- ------------ --------------- ----------------
Against 11 3.34 % 20,802 0.01 % 0.01 %
-------------- -------------- ------------ --------------- ----------------
Total 330 100.00 % 195,830,983 100.00 % 75.01 %
-------------- -------------- ------------ --------------- ----------------
* Rounded to two decimal places.
General Meeting
The General Meeting sought approval for a special resolution for
the purpose of giving effect to the Scheme including the amendment
of Universe's articles of association (the "Special Resolution").
The Special Resolution was duly passed by the requisite
majorities.
Details of the votes cast were as follows:
Special Resolution Votes For*** Votes Against Total Votes Withheld
Votes**
Number %* Number %* Number Number
------------- ------ --------- ----- ------------ ---------
(a) To authorise
the Universe
directors
to take all
necessary
and appropriate
action and
disapply pre-emption
rights in
relation to
option shares; 1 95,824,747 99.99 17,262 0.01 195,842,009 6 8,338
------------- ------ --------- ----- ------------ ---------
(b) To approve
the amendment
of the articles
of association
as set out
in the Notice
of General
Meeting 1 95,793,842 99.98 47,687 0.02 195,841,529 6 8,818
------------- ------ --------- ----- ------------ ---------
(c) To approve
the re-registration
of Universe
as a private
limited company
as set out
in the Notice
of General
Meeting 195,794,025 99.99 16,895 0.01 195,810,920 9 9,427
------------- ------ --------- ----- ------------ ---------
*Rounded to two decimal places.
** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' and 'Against' the
Special Resolution.
*** Votes for Resolution 1(a) includes 566,211 discretionary
votes, votes for Resolution 1(b) includes 580,838 discretionary
votes and votes for Resolution 1(c) includes 580,838 discretionary
votes.
Next Steps and Key Dates
Completion of the Acquisition remains subject to the
satisfaction or (if capable of waiver) waiver of the remaining
Conditions as set out in Part III of the Scheme Document, including
the sanction of the Scheme by the Court.
The date of the Court hearing to sanction the Scheme is expected
to be 14 January 2022.
It is intended that dealings in Universe Shares will be
suspended at 7.30 a.m. on 19 January 2022.
Subject to the Court approving the Scheme and the Scheme Court
Order being duly delivered to the Registrar of Companies, it is
anticipated that the Scheme will come into effect on 19 January
2022.
If the Court sanctions the Scheme it is intended that the
admission to trading of Universe Shares on AIM will be cancelled
with effect from 7.00 a.m. on 20 January 2022.
Settlement of the consideration to which any holder of Scheme
Shares is entitled will be effected by not later than 2 February
2022.
The dates stated above are indicative only and will depend,
among other things, on the date upon which the Court sanctions the
Scheme and the date on which the Conditions are satisfied or (if
capable of waiver) waived.
If any of the times and/or dates above change, the revised times
and/or dates will be notified to Universe Shareholders by
announcement through a Regulatory Information Service.
All references in this announcement and the Scheme Document are
to London, England time unless otherwise stated.
Enquiries:
Universe Group plc T: +44 2380 689 510
Andrew Blazye, Neil Radley, Adrian Wilding
finnCap Ltd (Sole Rule 3 Financial Adviser T: +44 2072 200 500
to Universe)
Corporate Finance: Henrik Persson, Seamus
Fricker
ECM: Richard Chambers
IFC Advisory (Media Relations Adviser T: +44 2039 346 632
to Universe)
Tim Metcalfe
Professional DataSolutions, Inc. T: +1 254 410 7600
Nick Reising, Brad McGuinness
VSA Capital Limited (Financial Adviser T: +44 20 3005 5000
to PDI and IISL)
Andrew Raca, Maciek Szymanski, Vivian
Papasotiriou
Willkie Farr & Gallagher (UK) LLP is acting as legal adviser
to PDI and IISL.
Eversheds Sutherland (International) LLP is acting as legal
adviser to Universe.
Important Notices
finnCap, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Universe as financial
adviser and no one else in connection with the Acquisition and will
not be responsible to anyone other than Universe for providing the
protections afforded to clients of finnCap or for providing advice
in relation to the Acquisition or any other matters referred to in
this announcement. Neither finnCap nor any of its subsidiaries,
affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of finnCap in connection with this
announcement, any statement contained in this announcement or
otherwise.
VSA Capital, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for PDI and IISL as financial
adviser and no one else in connection with the Acquisition and will
not be responsible to anyone other than PDI or IISL for providing
the protections afforded to clients of VSA Capital or for providing
advice in relation to the Acquisition or any other matters referred
to in this announcement. Neither VSA Capital nor any of its
subsidiaries, affiliates or branches owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of VSA Capital in
connection with this announcement, any statement contained in this
announcement or otherwise.
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer to
sell or an invitation to purchase, any securities or the
solicitation of an offer to buy any securities, or of any vote or
any approval in any jurisdiction, pursuant to the Acquisition or
otherwise. The Acquisition shall be made solely by means of the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, any document by which the Takeover Offer is made)
which, together with the forms of proxy (or forms of acceptance),
shall 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, or acceptance of, the Acquisition should be
made only on the basis of the information contained in the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document to be published by IISL).
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This Announcement has been prepared for the purpose of complying
with English law, the Takeover Code, the Market Abuse Regulation,
the Disclosure Guidance and Transparency Rules 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 of England.
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the UK may be restricted
by law. Persons who are not resident in the UK or who are subject
to other jurisdictions should inform themselves of, and observe,
any applicable requirements. The availability of the Acquisition to
Universe Shareholders who are not resident in the UK (and, in
particular, their ability to vote their Universe 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 resident. Persons who are not resident in the UK should inform
themselves of, and observe, any applicable requirements, as any
failure to comply with such requirements 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 IISL or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition shall 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 Acquisition by any such use, means, instrumentality
or form within a Restricted Jurisdiction or any other jurisdiction
if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement and all
documents relating to the Acquisition are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover 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
Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.
The Acquisition will be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange and the
Financial Conduct Authority. Further details in relation to
Overseas Shareholders will be contained in the Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Additional Information for US Investors in Universe
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under the laws of England and Wales. 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 Scheme will be subject to 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 the Scheme
documentation has been or will have 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. If IISL were to
elect to implement the Acquisition by means of a Takeover Offer,
such Takeover Offer would be made in compliance with applicable US
laws and regulations, including Section 14(e) of the US Exchange
Act and Regulation 14E thereunder. Such a Takeover Offer would be
made in the US by IISL and no one else.
The receipt of cash pursuant to the Acquisition by a US Universe
Shareholder as consideration for the transfer of its Universe
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. Universe
Shareholders are urged to consult their independent professional
advisers immediately regarding the tax consequences of the
Acquisition applicable to them.
It may be difficult for US Universe Shareholders to enforce
their rights and claims arising out of the US federal securities
laws, since Universe is located in a country other than the US, and
some or all of its officers and directors may be residents of
countries other than the US. US Universe Shareholders 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 jurisdiction and judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, IISL, certain affiliated companies
and their nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, Universe 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. Also, in accordance with Rule 14e-5(b) of
the US Exchange Act, each of VSA Capital and finnCap will continue
to act as a connected exempt principal trader in Universe Shares on
the London Stock Exchange. If such purchases or arrangements to
purchase were to be made they would occur either in the open market
at prevailing prices or in private transactions at negotiated
prices and comply with applicable law, including the US Exchange
Act. Any information about such purchases or arrangements to
purchase 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.
Forward Looking Statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by PDI, IISL or
Universe contain statements about the IISL Group and the Universe
Group that are or may be deemed to be forward looking statements.
All statements other than statements of historical facts included
in this Announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "shall", "should", "anticipates",
"estimates", "projects", "is subject to", "budget", "scheduled",
"forecast" or words or terms of similar substance or the negative
thereof, are forward looking statements. 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 and the expansion and growth of the IISL Group's or the
Universe Group's operations and potential synergies resulting from
the Acquisition; and (iii) the effects of government regulation on
the IISL Group's or the Universe Group's business.
Such 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 IISL and Universe
about future events, and are therefore subject to 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, including: increased
competition, the loss of or damage to one or more key customer
relationships, the failure of one or more key suppliers, the
outcome of business or industry restructuring, the outcome of any
litigation, changes in economic conditions, currency fluctuations,
changes in interest and tax rates, changes in laws, regulations or
regulatory policies, developments in legal or public policy
doctrines, technological developments, the failure to retain key
management, or the timing and success of future acquisition
opportunities or major investment projects. Other unknown or
unpredictable factors could cause actual results to differ
materially from those in the forward looking statements. Such
forward looking statements should therefore be construed in the
light of such factors. Neither IISL nor Universe, 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. 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 hereof. All subsequent oral or written forward
looking statements attributable to any member of the IISL Group or
the Universe Group, or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
IISL and Universe expressly disclaim any obligation to update
any forward looking or other statements contained herein, except as
required by applicable law or by the rules of any competent
regulatory authority, whether as a result of new information,
future events or otherwise.
No Profit Forecasts or Estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Universe for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for Universe.
Disclosure Requirements of the Takeover 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,
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 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 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
information provided by Universe Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Universe may be provided to IISL during the
Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Publication on Website and Availability of Hard Copies
A copy of this Announcement and the documents required to be
published by Rule 26 of the Takeover Code shall be made available
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions on Universe's website at
https://universeplc.com/investor-relations by no later than 12 noon
(London time) on the business day following the Announcement Date.
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.
Universe Shareholders may request a hard copy of this
Announcement by contacting Link Group between 9.00 a.m. to 5.30
p.m. Monday to Friday (except public holidays in England and Wales)
on 0371 664 0300 (or if calling from outside the UK +44 (0) 371 664
0300) or by submitting a request in writing to the Registrar of
Companies at Link Group, PSX 1, 10th Floor, Central Square, 29
Wellington Street, Leeds LS1 4DL. Universe Shareholders may also
request that all future documents, announcements and information in
relation to the Acquisition should be sent to them in hard copy
form. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the UK will be charged at the
applicable international rate. If you have received this
Announcement in electronic form, copies of this Announcement and
any document or information incorporated by reference into this
document will not be provided unless such a request is made.
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.
Other
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU No. 596/2014) which is part of UK law by virtue of
the European Union (Withdrawal) Act 2018. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain.
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END
MSCZZGGMMDFGZZM
(END) Dow Jones Newswires
January 04, 2022 06:29 ET (11:29 GMT)
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