TIDMDVW TIDMSVT
RNS Number : 8469T
Dee Valley Group PLC
11 January 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR 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
11 JANUARY 2017
RECOMMED ACQUISITION
of
DEE VALLEY GROUP PLC
by
SEVERN TRENT WATER LIMITED
Background
On 23 November 2016, the board of directors of Severn Trent
Water Limited ("Severn Trent Water") announced a revised offer to
acquire all of the voting ordinary shares of 5p each in the capital
of Dee Valley Group plc ("Dee Valley") (the "Voting Ordinary
Shares") for 1,825 pence per share (pursuant to a scheme of
arrangement of Dee Valley under Part 26 of the Companies Act 2006
(the "Scheme")) and the non-voting ordinary shares of 5p each in
the capital of Dee Valley ("Non-Voting Ordinary Shares") (pursuant
to a contractual offer in accordance with Rule 14 of the Takeover
Code (the "Contractual Offer")) for 1,713 pence per share (the
"Revised Severn Trent Acquisition").
On 24 November 2016, the Dee Valley Board announced that it was
recommending the Revised Severn Trent Acquisition.
The resolution to approve the Scheme at the Court Meeting to be
held on 12 January 2017 at 9.30 am must be approved by a majority
in number of shareholders holding Voting Ordinary Shares present
and voting, either in person or by proxy, representing not less
than 75 per cent. in value of the Voting Ordinary Shares held by
such holders.
The Court Meeting
It has come to the attention of the Dee Valley Board that a
series of approximately 445 recent transfers of small holdings in
Voting Ordinary Shares have taken place (the "Transfers") which may
distort the outcome of the shareholder vote at the Court Meeting
convened in connection with the Scheme.
The Dee Valley Board considers that it is appropriate for the
Court to determine whether the votes of holders of the Voting
Ordinary Shares which were subject to the Transfers (the
"Transferred Shares") should count for the purposes of voting on
the Scheme at the Court Meeting.
In order to provide all interested parties with the opportunity
to make representations to the Court and to allow the Court to make
its determination, the Dee Valley Board has, following legal and
other advice, obtained directions from the Court (the "Court
Direction") that the chairman of the Court Meeting (the "Chairman")
may not accept the votes of the Transferred Shares. This will allow
the Scheme to proceed to a court hearing to consider the sanction
of the Scheme currently set for 18 January 2017 (the "Sanction
Hearing") in circumstances where the votes of the Transferred
Shares could otherwise cause the Scheme to lapse without all
interested parties being given the opportunity to make
representations. It is at the Sanction Hearing that the Court will
be given the opportunity to assess whether the Transferred Shares
should have been counted for the purposes of voting on the Scheme
at the Court Meeting.
As such the Court Direction is not the final judgement on the
validity of the votes of the Transferred Shares.
To assist the Court's analysis at the Sanction Hearing, the
Court Direction requires the Chairman to report to the Court the
outcome of the meeting in the alternative (a) that the votes
relating to the Transferred Shares are not accepted and (b) that
they are accepted.
The Dee Valley Board believes that the Court Direction enables
the Scheme to proceed to a Sanction Hearing at which all interested
parties, including the holders of the Transferred Shares, will have
the opportunity to make representations as to whether the votes of
the Transferred Shares should have been counted for the purposes of
voting on the Scheme at the Court Meeting.
Enquiries:
Dee Valley
Ian Plenderleith, Chief
Executive +44(0)1978 846946
Investec (Financial Adviser
to Dee Valley)
Jeremy Ellis/George Price/Jonathan
Wynn +44(0)20 7597 4000
Tavistock (Financial Public
Relations Adviser to Dee
Valley)
Matt Ridsdale/Simon Hudson/Mike
Bartlett/Sophie Praill +44(0)20 7920 3150
Important notice relating to financial advisers
Investec, 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 as
exclusive financial adviser to Dee Valley and no one else in
connection with the Revised Severn Trent Acquisition. In connection
with such matters, Investec, its affiliates and their respective
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other
person for providing the protections afforded to their clients or
for providing advice in relation to the Revised Severn Trent
Acquisition, the contents of this Announcement or any other matter
referred to herein.
Further information
This Announcement 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 in any jurisdiction, pursuant to the Revised
Severn Trent Acquisition or otherwise. The Revised Severn Trent
Acquisition has been made solely by means of the Severn Trent
Acquisition Document, which also contains the full terms and
conditions of the Contractual Offer, including details of how the
Contractual Offer may be accepted. Any response to the proposed
Revised Severn Trent Acquisition should be made only on the basis
of information contained in the Severn Trent Acquisition Document.
Holders of Voting Ordinary Shares and Non-Voting Ordinary Shares in
Dee Valley ("Dee Valley Shareholders") are advised to read the
formal documentation in relation to the Revised Severn Trent
Acquisition carefully.
This Announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange
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 and regulations of
any jurisdiction outside the United Kingdom.
Overseas jurisdictions
The distribution of this Announcement in jurisdictions other
than the United Kingdom and the ability of the Ordinary
Shareholders who are not resident in the United Kingdom to
participate in the Revised Severn Trent 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 Ordinary 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. Further details in
relation to Overseas Shareholders will be contained in the Severn
Trent Acquisition Document.
The offers by Severn Trent Water for the Ordinary Shares are not
being, and will not be, made available, directly or indirectly, in
or into or by the use of the mails of, or by any other means or
instrumentality of interstate or foreign commerce of, or any
facility of a national state or other securities exchange of, any
Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents
relating to the Revised Severn Trent 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, custodian or trustee) who has a contractual or
legal obligation, or may otherwise intend, to forward this
Announcement and/or the Severn Trent Acquisition 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.
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 pm (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 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.
Publication on website
A copy of this Announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Dee Valley Water's website at
www.deevalleywater.co.uk by no later than 12 noon (London time) on
the Business Day following the date of this Announcement. For the
avoidance of doubt the content of that website is not incorporated
into, and does not form part of, this Announcement.
Dee Valley Shareholders may request a hard copy of this
Announcement by contacting Tracy Bragg, Head of Legal and
Regulation, during business hours on +44 (0)1978 833213 or by
submitting a request in writing to Tracy Bragg, Head of Legal and
Regulation at Dee Valley, Packsaddle, Wrexham Road, Rhostyllen,
Wrexham, LL14 4EH. Dee Valley Shareholders may also request that
all future documents, announcements and information to be sent to
them in relation to the Revised Severn Trent Acquisition should be
in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPDGGDBDXBBGRG
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