TIDMAVS
RNS Number : 3794S
Avesco Group PLC
20 December 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
FOR IMMEDIATE RELEASE
20 December 2016
COURT SANCTION OF SCHEME OF ARRANGEMENT AND SUSPENSION OF
DEALINGS
Avesco Group plc (Avesco or the Company) is pleased to announce
that at the Scheme Court Hearing this morning in connection with
the recommended acquisition of Avesco by NEP Group Inc. (or a
direct or indirect wholly-owned subsidiary of NEP Group Inc.)
(NEP), the Court has made an order sanctioning the Scheme.
Today is the last day of dealings in, and registration of
transfers of, Avesco Shares and dealings in Avesco Shares on AIM
will be suspended with effect from 7.30 a.m. (London time) tomorrow
morning, 21 December 2016. The suspension is made pursuant to
Avesco's application to the London Stock Exchange and is effected
as part of the Scheme.
The Scheme will become effective once the Scheme Court Order
(duly sealed by the Court), has been delivered to the Registrar of
Companies, which is expected to take place tomorrow, 21 December
2016.
Avesco has applied to the London Stock Exchange for the
cancellation of admission to trading of Avesco Shares on AIM, which
is expected to take effect at 7.00 a.m. (London time) on 23
December 2016.
Full details of the acquisition are set out in the Scheme
Document published on 23 November 2016. Capitalised terms used but
not otherwise defined in this announcement have the meaning given
to them in the Scheme Document.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
Enquiries
EY (Financial Adviser
to Avesco)
Justin Prichard
Julie Green +44 (0)20 7951 2000
finnCap (Rule 3 Adviser
to Avesco)
Julian Blunt
James Thompson +44 (0)20 7220 0500
Camarco (PR Advisers to
Avesco)
Hazel Stevenson
Billy Clegg +44 (0) 20 3757 4989
NEP
Kevin Rabbitt, Chief Executive
Officer
Gerry Delon, Chief Financial
Officer +1 800 444 0054
Barclays Bank PLC, acting through its Investment
Bank (Financial Adviser to NEP)
Scott Wisniewski
James Colburn +44 (0)20 7623 2323
Further information
This announcement is not intended to and does not constitute, or
form part of, an 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 in any jurisdiction, pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Avesco in any jurisdiction in contravention of
applicable law. The Acquisition is being made solely by means of
the Scheme Document, which contains the full terms and conditions
of the Acquisition.
EY, which is authorised and regulated in the United Kingdom by
the FCA, is acting as financial adviser to Avesco in connection
with the Acquisition and will not be acting for any other person or
otherwise be responsible to any other person for providing the
protections afforded to customers of EY. EY accordingly disclaims
to the fullest extent permissible by law all and any liability to
any person who is not a client of EY whether in tort, contract or
otherwise.
finnCap, which is authorised and regulated by the FCA, is acting
exclusively for Avesco and no-one else in connection with the
Acquisition and will not be responsible to anyone other than Avesco
for providing the protections afforded to clients of finnCap nor
for providing advice in relation to the Acquisition or any other
matters referred to in this announcement.
Barclays, which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the FCA and the
Prudential Regulation Authority, is acting exclusively for NEP and
no one else in connection with the Acquisition and will not be
responsible to anyone other than NEP for providing the protections
afforded to clients of Barclays nor for providing advice in
relation to the Acquisition or any other matter referred to in this
announcement.
Overseas jurisdictions
The availability of the Acquisition to Avesco 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. Further details in
relation to overseas shareholders will be contained in the Scheme
Document.
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable requirements. 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 purposes of complying with English law, the
AIM Rules, the rules of the London Stock Exchange 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 of England.
Copies of this announcement and the formal documentation
relating to the Scheme and the Acquisition will not be, and must
not be, mailed or otherwise forwarded, distributed or sent in, into
or from any jurisdiction where to do so would violate the laws of
that jurisdiction.
US Holders should note that the Acquisition relates to the
securities of a UK company, is subject to UK disclosure
requirements (which are different from those of the US) and is
proposed to be implemented under a scheme of arrangement provided
for under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules
under the US Exchange Act. Accordingly, the Scheme will be subject
to UK disclosure requirements and practices, which are different
from the disclosure requirements of the US tender offer and proxy
solicitation rules. The financial information included in the
Scheme documentation has been prepared in accordance with IFRS 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 NEP
exercises its right to implement the Acquisition of the Avesco
Shares by way of a takeover 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 may 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 Avesco Shareholder is urged to
consult his independent professional adviser immediately regarding
the tax consequences of the Acquisition applicable to him.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws, since Avesco
is located outside the US, and some or all of its 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.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, NEP or its
nominees or its brokers (acting as agents) may from time to time
make certain purchases of, or arrangements to purchase, Avesco
Shares outside of the United States, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme
becomes effective, lapses or is otherwise withdrawn. In addition,
in accordance with the Code, normal United Kingdom market practice
and Rule 14e-5(b) of the US Exchange Act, Barclays and its
affiliates will continue to act as exempt principal trader in
Avesco securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Publication on website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on NEP's website at http://www.nepinc.com and
Avesco's website at http://www.avesco.com by no later than 12 noon
(London time) on the Business Day following this announcement. For
the avoidance of doubt, the contents of these websites are not
incorporated by reference and do not form part of this
announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement by contacting the
Company Secretary of Avesco during business hours on +44 (0) 1293
583 400 or by submitting a request in writing to the Company
Secretary of Avesco at Unit E2, Sussex Manor Business Park, Gatwick
Road, Crawley RH10 9NH. 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. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLBLFLQLFXFBL
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December 20, 2016 07:34 ET (12:34 GMT)
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