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RNS Number : 8860Q
Dee Valley Group PLC
02 December 2016
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
2 DECEMBER 2016
RECOMMED ACQUISITION
of
DEE VALLEY GROUP PLC
by
SEVERN TRENT WATER LIMITED
Background
On 21 October 2016, it was announced that the board (the "Dee
Valley Board") of Dee Valley Group plc ("Dee Valley") and the board
of Ancala Fornia Limited ("Ancala") had reached agreement on the
recommended acquisition by Ancala of the voting ordinary shares of
5p each in the capital of Dee Valley ("Voting Ordinary Shares") for
1,550 pence per share and the non-voting ordinary shares of 5p each
in the capital of Dee Valley ("Non-Voting Ordinary Shares") for
1,455 pence per share (the "Ancala Proposal").
On 16 November 2016, it was announced that the Dee Valley Board
and the board of Severn Trent Water Limited ("Severn Trent Water"),
a wholly owned subsidiary of Severn Trent Plc ("Severn Trent"), had
reached agreement on a recommended acquisition whereby Severn Trent
Water would acquire the Voting Ordinary Shares at a price of 1,705
pence in cash per share (by way of a scheme of arrangement) and
acquire the Non-Voting Ordinary Shares at a price of 1,601 pence in
cash per share (by way of a contractual offer) (the "Severn Trent
Proposal").
On 22 November 2016, it was announced that the Dee Valley Board
and the board of Ancala had reached agreement on a revised
recommended acquisition by Ancala of the Voting Ordinary Shares for
1,706 pence per share and the Non-Voting Ordinary Shares for 1,602
pence per share (the "Revised Ancala Proposal").
On 23 November 2016, the board of directors of Severn Trent
Water announced a revision to the Severn Trent Proposal (the
"Revised Severn Trent Acquisition") pursuant to which Severn Trent
would acquire the Voting Ordinary Shares at a price of 1,825 pence
in cash per share (pursuant to a scheme of arrangement of Dee
Valley under Part 26 of the Companies Act 2006 (the "Scheme")) and
a contractual offer to acquire the Non-Voting Ordinary Shares
priced at 1,713 pence per share, in accordance with Rule 14 of the
Takeover Code (the "Contractual Offer").
On 24 November 2016, the Dee Valley Board announced that it had
withdrawn its recommendation of the Revised Ancala Proposal and
that it was recommending the Revised Severn Trent Acquisition.
On 25 November 2016, the board of Severn Trent announced that
the Revised Severn Trent Acquisition was revised to include a loan
note alternative to the cash consideration available.
Publication and posting of Severn Trent Acquisition Document
Dee Valley announces that it has today published a document
containing, amongst other things, the full terms and conditions of
the Scheme, the full terms and conditions of the Contractual Offer,
an explanatory statement and the recommended actions to be taken by
Voting Ordinary Shareholders and Non-Voting Ordinary Shareholders
in relation to the Revised Severn Trent Acquisition (the "Severn
Trent Acquisition Document"). The Severn Trent Acquisition Document
shall be posted tomorrow to the holders of Voting Ordinary Shares
and Non-Voting Ordinary Shares.
The Severn Trent Acquisition Document also contains the Dee
Valley Board's opinion on the Revised Ancala Proposal as set out in
the document posted by Ancala on 24 November 2016.
The Severn Trent Acquisition Document is also available on the
Dee Valley website at
https://www.deevalleywater.co.uk/dee-valley-group/
Notices convening the Court Meeting and the General Meeting in
relation to the Scheme for 9.30 a.m. and 9.45 a.m. (or as soon
thereafter as the Court Meeting is concluded or adjourned)
respectively on 12 January 2017 are contained in the Severn Trent
Acquisition Document. The meetings will be held at the Ramada
Wrexham, Ellice Way, Wrexham, LL13 7YH.
The expected timetable of principal events is attached as an
appendix to this announcement. If any of the key dates set out in
the expected timetable change, an announcement will be made via a
Regulatory Information Service.
Subject to the approval of Scheme Shareholders at the Court
Meeting and General Meeting, the sanction of the Court and the
satisfaction or waiver of the other Scheme Conditions, it is
expected that the Scheme will become effective on 25 January 2017.
The first closing date of the Contractual Offer is 1:00 p.m. on 18
January 2017.
Holders of Voting Ordinary Shares and Non-Voting Ordinary Shares
in Dee Valley should carefully read the Severn Trent Acquisition
Document in its entirety before making a decision with respect to
the Scheme or the Contractual Offer.
As noted above, the Revised Severn Trent Acquisition includes a
comparable cash offer by Severn Trent Water for the issued
Non-Voting Ordinary Shares priced in accordance with the guidance
contained in Rule 14 of the Takeover Code. The Contractual Offer is
conditional on the Scheme becoming Effective, however, Dee Valley
notes that pursuant to UK Listing Rule 5.2.8, the notice period for
cancellation of admission of its Non-Voting Ordinary Shares to the
standard segment of the UK Listing Authority's Official List and of
trading in its shares on the London Stock Exchange's main market
for listed securities has now commenced and cancellation is
expected to take effect on 8:00 am (GMT) on 25 January 2017.
Capitalised terms in this announcement (unless otherwise
defined) have the same meanings as set out in the Severn Trent
Acquisition Document.
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
APPIX
Expected timetable of principal events
All times are London times unless otherwise stated.
Event Time and/or
date
-------------------------------------- --------------------
Latest time for Scheme Shareholders 9:30 am on 10
to lodge blue Forms of Proxy January 2017(1)
for the Court Meeting in relation
to the Scheme
-------------------------------------- --------------------
Latest time for Voting Ordinary 9:45 am on 10
Shareholders to lodge pink January 2017(2)
Forms of Proxy for the General
Meeting in relation to the
Scheme
-------------------------------------- --------------------
Scheme Voting Record Time 6:00 pm on 10
January 2017(3)
-------------------------------------- --------------------
Court Meeting in relation to 9:30 am on 12
the Scheme January 2017
-------------------------------------- --------------------
General Meeting in relation 9:45 am on 12
to the Scheme January 2017(4)
-------------------------------------- --------------------
Latest time for lodging of 11.00 am on
green Loan Note Forms of Election 17 January 2017(5)
and TTE Instructions in respect
of the Loan Note Alternative
-------------------------------------- --------------------
Scheme Hearing Date to sanction 18 January 2017(1)
the Scheme
-------------------------------------- --------------------
First closing date of the Contractual 1:00 pm on 18
Offer January 2017
-------------------------------------- --------------------
Last day of dealings in, and 5:00 pm on 19
for registration of transfers January 2017(5)
of, Ordinary Shares
-------------------------------------- --------------------
Scheme Record Time 6:00 pm on 19
January 2017(5)
-------------------------------------- --------------------
Effective Date of the Scheme 25 January 2017(5)
-------------------------------------- --------------------
Cancellation of listings of 8:00 am on 25
Ordinary Shares January 2017(5)
-------------------------------------- --------------------
Latest date for despatch of 8 February 2017(5)
cheques or settlement through
CREST (as appropriate)
-------------------------------------- --------------------
1 The blue Form of Proxy for the Court Meeting, if not lodged by
this deadline, may be handed to the Registrars on behalf of the
Chairman at the Court Meeting at any time before the taking of the
poll.
2 The pink Form of Proxy for the General Meeting must be lodged
by 9:45 am on 10 January 2017 in order to be valid or, if the
General Meeting is adjourned, not later than 48 hours before the
time fixed for the holding of the adjourned meeting (excluding any
day that is not a Business Day).
3 If either the Court Meeting or the General Meeting is
adjourned, the Scheme Voting Record Time of the adjourned
meeting(s) will be 6:00 pm on the second day before the day fixed
for the adjourned meeting (excluding any day that is not a Business
Day).
4 The General Meeting will commence at 9:45 am on 12 January
2017 or as soon thereafter as the Court Meeting has been concluded
or adjourned.
5 These dates are indicative only and will depend, inter alia,
on the date upon which the Scheme Conditions are either satisfied
or (if capable of waiver) waived and the dates upon which the Court
sanctions the Scheme and the Scheme Court Order sanctioning the
Scheme is delivered to the Registrar of Companies.
The Court Meeting and the General Meeting will be held at the
Ramada Wrexham, Ellice Way, Wrexham, LL13 7YH on 12 January
2017.
The dates given are based on Dee Valley's and Severn Trent
Water's current expectations and may be subject to change. If the
expected date of the Scheme Court Hearing changes, Dee Valley will
give adequate notice of the change by issuing an announcement
through a Regulatory Information Service and by posting these dates
on its website (www.deevalleywater.co.uk). All Voting Ordinary
Shareholders have the right to attend the Scheme Court Hearing, the
Court Meeting and the General Meeting. Non-Voting Ordinary
Shareholders do not, in their capacity as such, have a right to
attend the Scheme Court Hearing, the Court Meeting or the General
Meeting.
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 will be made solely by means of the Severn Trent
Acquisition Document, which will also contain 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 once it has been despatched.
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.
A hard copy of this Announcement will be sent to Dee Valley
Shareholders (other than Dee Valley Shareholders who have elected
to receive electronic communications) in the near future. 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
OUPUGGWGPUPQPUP
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December 05, 2016 02:44 ET (07:44 GMT)
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