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RNS Number : 0733U
Dee Valley Group PLC
12 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
12 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
announced a revised offer to acquire all of 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)
and the Non-Voting Ordinary Shares (pursuant to a contractual offer
in accordance with Rule 14 of the Takeover Code) for 1,713 pence
per share.
On 24 November 2016, the Dee Valley Board announced that it was
recommending this Revised Severn Trent Proposal.
On 11 January 2017, the Dee Valley Board announced that it had
come to their attention that a series of approximately 445 recent
transfers of small holdings in Voting Ordinary Shares had taken
place (the "Transfers") which may distort the outcome of the
shareholder vote held today at the Court Meeting convened in
connection with the Scheme.
Dee Valley obtained directions from the Court (the "Court
Direction"), that the chairman of the Court Meeting (the
"Chairman") may not accept the votes of the holders of the Voting
Ordinary Shares which were subject to the Transfers (the
"Transferred Shares"). This was intended to allow the Scheme to
proceed to the Scheme Court Hearing, currently set for 18 January
2017, in circumstances where the votes of the Transferred Shares
could otherwise have caused the Scheme to lapse without all
interested parties being given the opportunity to make
representations. At the Scheme Court Hearing, 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.
To assist the Court's analysis at the Scheme Court Hearing the
Court Direction required the Chairman to report to the Court the
outcome of the Court Meeting in the alternative (a) that the votes
relating to the Transferred Shares were not accepted and (b) that
they were accepted.
Results of Court Meeting and General Meeting
Court Meeting
At the Court Meeting, having not accepted the votes of the
holders of the Transferred Shares, a majority in number of Scheme
Shareholders who voted (either in person or by proxy) representing
87.20 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 passed on a poll vote.
Details of the votes (having not accepted the votes of the holders
of the Transferred Shares) are as follows:
Number Number % of Scheme % of Scheme Number
of Scheme of Scheme Shares Shareholders of Scheme
Shareholders Shares voted who voted Shares
who voted voted voted
as a %
of the
issued
share
capital*
--------- -------------- ----------- ------------ -------------- -----------
For 363 1,454,463 87.20% 91.90% 35.14%
--------- -------------- ----------- ------------ -------------- -----------
Against 32 213,513 12.80% 8.10% 5.16%
--------- -------------- ----------- ------------ -------------- -----------
Total 395 1,667,976 100.00% 100.00% 40.30%
--------- -------------- ----------- ------------ -------------- -----------
* The total number of Scheme Shares in issue at the Scheme Voting Record Time was 4,138,902.
General Meeting
At the General Meeting, the special resolution to authorise the
implementation of the Scheme, make amendments to the Company's
articles of association, re-register the Company as a private
limited company and change the Company's name to Dee Valley Group
Limited, as set out in the notice of the General Meeting contained
in Part 15 of the Scheme Document, was duly passed on a poll vote.
For the avoidance of doubt the votes of the holders of the
Transferred Shares were accepted for the purposes of the General
Meeting. The results are detailed as follows:
Number of % of Dee Number of
Dee Valley Valley Shares Dee Valley
Shares voted voted Shares voted
as a % of
the issued
ordinary
voting share
capital**
----------- -------------- --------------- --------------
For* 1,402,407 86.78% 33.88%
----------- -------------- --------------- --------------
Against* 213,702 13.22% 5.16%
----------- -------------- --------------- --------------
Withheld* 241 0.01 0.00%
----------- -------------- --------------- --------------
Total 1,616,109^ 100.00 39.05%
----------- -------------- --------------- --------------
* Includes discretionary votes.
** The total number of Voting Ordinary Shares in issue at the
Scheme Voting Record Time was 4,138,902.
^ Excluding the withheld votes.
Additional report to the Court
In accordance with the Court Direction, the Chairman will report
to the Court the outcome of the Court Meeting had the votes
relating to the Transferred Shares been accepted. Therefore,
notwithstanding that the resolution proposed at the Court Meeting
was passed on a poll vote, the Chairman will also report to the
Court that, had the votes of the holders of the Transferred Shares
been accepted, a majority in number of Scheme Shareholders
representing 56.21 per cent. of the total number of Scheme
Shareholders who voted (by person or by proxy) would have voted
against the resolution to approve the Scheme. Accordingly, had the
votes of the holders of the Transferred Shares been accepted the
resolution proposed at the Court Meeting would not have been passed
by a majority in number. Details of the votes had the votes of the
holders of the Transferred Shares been accepted are as follows:
Number Number % of Scheme % of Scheme Number
of Scheme of Scheme Shares Shareholders of Scheme
Shareholders Shares voted who voted Shares
who voted voted voted
as a %
of the
issued
share
capital*
--------- -------------- ----------- ------------ -------------- -----------
For 363 1,454,463 87.18% 43.79% 35.14%
--------- -------------- ----------- ------------ -------------- -----------
Against 466 213,947 12.82% 56.21% 5.17%
--------- -------------- ----------- ------------ -------------- -----------
Total 829 1,668,410 100.00 100.00% 40.31%
--------- -------------- ----------- ------------ -------------- -----------
* The total number of Scheme Shares in issue at the Scheme Voting Record Time was 4,138,902.
Next steps and timetable
The Scheme remains subject to satisfaction (or if capable of
waiver, the waiver) of the conditions to the Scheme, including the
sanction by the Court at the Sanction Hearing which is currently
set for 18 January 2017.
In light of the Court Direction and representations made by
shareholders at the Court Meeting, to permit interested parties
appropriate time to prepare representations to be presented at the
Scheme Court Hearing, the Dee Valley Board has rescheduled the
Scheme Court Hearing from 18 January 2017 to 25 January 2017.
Accordingly the dates of further principal events in connection
with the Scheme are as follows:
Scheme Hearing Date to sanction 25 January
the Scheme 2017*
Last day of dealings in, and for 5:00 pm on
registration of transfers of, 26 January
Ordinary Shares 2017*
Scheme Record Time 6:00 pm on
26 January
2017*
Effective Date of the Scheme 1 February
2017*
Cancellation of listing of Ordinary 8:00 am on
Shares 1 February
2017*
Latest date for despatch of cheques 15 February
or settlement through CREST (as 2017*
appropriate)
*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 percentages set out in this announcement have been rounded
and may be subject to rounding errors.
Capitalised terms used and not defined in this announcement have
the meanings given to them in the circular relating to the Scheme
dated 2 December 2016.
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 will be made solely by means of the Scheme 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 Scheme 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 Scheme
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 Scheme 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
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