TIDMSVT TIDMDVW TIDMDVWA
RNS Number : 7414W
Severn Trent PLC
13 February 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR
ANY OTHER 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
13 February 2017
RECOMMED ACQUISITION
of
DEE VALLEY GROUP PLC
by
SEVERN TRENT WATER LIMITED
NON-VOTING ORDINARY SHARES OFFER UPDATE AND EXTENSION
Severn Trent announces that at 1:00 pm on 10 February 2017,
Severn Trent had received acceptances of the Contractual Offer in
respect of a total of 429,423 Non-Voting Ordinary Shares,
representing approximately 87.05 per cent. of the Non-Voting
Ordinary Shares, based upon a figure of 493,268 Non-Voting Ordinary
Shares in issue.
The Contractual Offer is subject to the single condition that
the Scheme has become Effective. It is expected that the Scheme
will become Effective later this week.
With the consent of the Panel and the Dee Valley Board, the last
date for the fulfilment of the Contractual Offer condition has been
extended, from 1.00 pm on 14 February 2017 to 1.00 pm on 28
February 2017.
Save as set out above, as at 1:00 pm on 10 February 2017,
neither Severn Trent nor any persons acting in concert with Severn
Trent has (i) any interest in or any right to subscribe for any
Non-Voting Ordinary Shares, (ii) any short positions (whether
conditional or absolute and whether in money or otherwise),
including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require any other
person to purchase or take delivery of any Non-Voting Ordinary
Shares, (iii) borrowed or lent any Non-Voting Ordinary Shares, save
for any borrowed Non-Voting Ordinary Shares that have been on-lent
or sold, or (iv) received any outstanding irrevocable commitment or
letter of intent in respect of Non-Voting Ordinary Shares.
Further information
Unless otherwise stated, capitalised terms used in this
announcement have the same meaning as those in Severn Trent's
acquisition document dated 2 December 2016.
This announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for or an invitation
to purchase or subscribe for 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 Dee Valley in any jurisdiction in
contravention of applicable law. This announcement does not
constitute a prospectus or a prospectus equivalent document.
Dee Valley Ordinary Shareholders are advised to read the formal
documentation in relation to the Acquisition carefully.
Please be aware that addresses, electronic addresses and certain
other information provided by Dee Valley Ordinary Shareholders,
persons with information rights and other relevant persons in
connection with the receipt of communications from Dee Valley may
be provided to Severn Trent during the offer period as required
under Section 4 of Appendix 4 of the Code.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into, jurisdictions other than the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement comes who are not resident in the United Kingdom
should inform themselves about, and observe, any applicable
restrictions. Dee Valley Ordinary Shareholders who are in any doubt
regarding such matters should consult an appropriate independent
adviser in the relevant jurisdiction without delay. Any failure to
comply with such 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.
The Severn Trent Contractual Offer is not being made, directly
or indirectly, in or into, or by the use of the mails or any means
or instrumentality (including, without limitation telephonically or
electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of, the United States
or any other Restricted Jurisdictions, and the Severn Trent
Contractual Offer should not be accepted by any such use, means,
instrumentality or facility or from such jurisdictions. Copies of
this document and any related offering documents are not being, and
may not be, mailed or otherwise distributed in, into or from,
whether by use of the mails, or by any means or instrumentality
(including, without limitation, telephonically or electronically)
of interstate or foreign commerce, or any facility of a national
securities exchange of, the United States or any other Restricted
Jurisdictions. Persons receiving such documents (including, without
limitation, custodians, nominees and trustees) must not distribute
or send them into or from such jurisdictions or use such mails or
any such means, instrumentality or facility for any purpose
directly or indirectly in connection with this Severn Trent
Contractual Offer and doing so will render invalid any relevant
purported acceptance of the Severn Trent Contractual Offer.
This announcement has been prepared for the purposes of
complying with English law 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 the United Kingdom.
Additional information for US investors in Dee Valley
These materials are not for distribution, directly or
indirectly, in or into the United States (including its territories
and possessions, any State of the United States and the District of
Columbia). These materials do not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in
the United States.
Dee Valley and Severn Trent are each organised under the laws of
England. All of the officers and directors of Dee Valley and Severn
Trent are residents of countries other than the United States. It
may not be possible to sue Dee Valley, Severn Trent or their
respective officers or directors in a non-US court for violations
of US securities laws. It may be difficult to compel Dee Valley,
Severn Trent and their respective affiliates to subject themselves
to the jurisdiction and judgment of a US court.
The Scheme
Dee Valley Ordinary Shareholders in the United States should
note that the Acquisition relates to the shares of an English
company and, in respect of the Dee Valley Voting Ordinary Shares,
is proposed to be made by means of a scheme of arrangement provided
for under, and governed by, English law. Neither the proxy
solicitation nor the tender offer rules under the US Securities
Exchange Act of 1934, as amended, will apply to the Scheme.
Moreover the Scheme will be subject to the disclosure requirements,
rules and practices applicable in the UK to schemes of arrangement,
which differ from the disclosure requirements of the US proxy
solicitation rules and tender offer rules. Financial information
included in this announcement and the scheme circular has been or
will be prepared in accordance with, where relevant International
Financial Reporting Standards as adopted by the European Union
and/or accounting standards applicable in the UK and 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 United States.
The Severn Trent Contractual Offer
The Severn Trent Contractual Offer in respect of Dee Valley
Non-Voting Ordinary Shares relates to the shares of an English
company and will be governed by English law on the implementation
of such an offer. The Severn Trent Contractual Offer is not
intended to be made pursuant to the provisions of any other legal
system. Shareholders should note that the Severn Trent Contractual
Offer is subject to English disclosure rules, which are different
from those in the United States. The Severn Trent Contractual Offer
will not be made to any Dee Valley Ordinary Shareholders in
Restricted Jurisdictions.
Note regarding Loan Notes
The Loan Notes to be issued pursuant to the Acquisition have not
been and will not be registered under the US Securities Act of
1933, as amended, or under the relevant securities laws of any
state or territory or other jurisdiction of the United States or
the relevant securities laws of Japan and the relevant clearances
have not been, and will not be, obtained from the securities
commission of any province of Canada. No prospectus in relation to
the Loan Notes has been, or will be, lodged with, or registered by,
the Australian Securities and Investments Commission. Accordingly,
the Loan Notes are not being, and may not be, offered, sold,
resold, delivered or distributed, directly or indirectly in or into
the United States, Canada, Australia or Japan or any other
jurisdiction if to do so would constitute a violation of relevant
laws of, or require registration thereof in, such jurisdiction
(except pursuant to an exemption, if available, from any applicable
registration requirements or otherwise in compliance with all
applicable laws). US shareholders of Dee Valley will only receive
cash consideration in connection with the Acquisition and may not
elect to receive any Loan Notes.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 Code, any person who is, or becomes,
interested in 1% 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.
Forward-looking statements
This announcement contains certain forward-looking statements,
including statements regarding Severn Trent's and Dee Valley's
plans, objectives and expected performance. Such statements relate
to events and depend on circumstances that will occur in the future
and are subject to risks, uncertainties and assumptions. There are
a number of factors which could cause actual results and
developments to differ materially from those expressed or implied
by such forward looking statements, including, among others the
enactment of legislation or regulation that may impose costs or
restrict activities; the re-negotiation of contracts or licences;
fluctuations in demand and pricing in the water and wastewater
industry; fluctuations in exchange controls; changes in government
policy and taxations; industrial disputes; war and terrorism. These
forward-looking statements speak only as at the date of this
document.
Publication of this announcement
A copy of this announcement will be available subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions on www.severntrent.com.
The contents of Severn Trent Plc's website are not incorporated
into and do not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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