TIDMABZA
RNS Number : 3009A
Abzena PLC
10 September 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, 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
10 SEPTEMBER 2018
RECOMMED CASH ACQUISITION
of
Abzena plc
by
Astro BidCo Limited
A company wholly-owned by WCAS XII-Astro, L.P.
Posting of Scheme Document
On 16 August 2018, the boards of Abzena plc ("Abzena") and Astro
BidCo Limited ("BidCo") announced that they had reached agreement
on the terms of a recommended cash offer to be made by BidCo for
the entire issued and to be issued ordinary share capital of Abzena
(the "Acquisition"). The Acquisition is being implemented by means
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
The Board of Abzena is pleased to announce that it is today
posting to Abzena Shareholders a circular in relation to the
Acquisition (the "Scheme Document"), setting out, amongst other
things, the full terms and conditions of the Scheme, an explanatory
statement pursuant to section 897 of the Companies Act 2006, an
expected timetable of principal events, notices of the Court
Meeting and General Meeting and details of the actions to be taken
by Abzena Shareholders, together with the Forms of Proxy for the
Court Meeting and the General Meeting. Abzena is also posting the
Scheme Document to participants in the Abzena Share Incentive
Schemes for information only and those persons with information
rights.
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document. Copies of this Announcement and the Scheme
Document will be made available (subject to certain restrictions
relating to persons in Restricted Jurisdictions) on the investor
relations section of Abzena's website at www.abzena.com up to and
including the Effective Date. The contents of Abzena's website are
not incorporated into, and do not form part of, this
Announcement.
Notices of the Court Meeting and General Meeting
As further detailed in the Scheme Document, to become effective
the Scheme requires, amongst other things, that the requisite
majorities of Scheme Shareholders vote in favour of the Scheme at
the Court Meeting and that the requisite majorities of Abzena
Shareholders vote in favour of the special resolution to be
proposed at the General Meeting.
Notices convening the Court Meeting and the General Meeting for
11.00 a.m. and 11.15 a.m. respectively on 2 October 2018 (or, in
respect of the General Meeting, as soon thereafter as the Court
Meeting is concluded or adjourned) on 2 October 2018 to be held at
the offices of Pinsent Masons LLP, 30 Crown Place, London, EC2A
4ES, are set out in the Scheme Document. Forms of Proxy for use at
such Meetings are enclosed with the Scheme Document.
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair and reasonable representation of Abzena Shareholder opinion.
Abzena Shareholders are therefore strongly urged to submit their
Forms of Proxy (or the electronic equivalent) (once received) as
soon as possible in accordance with the instructions for so
doing.
If the Scheme becomes Effective in accordance with its terms, it
is expected that dealings in Abzena Shares will be suspended at
7.30 a.m. on 11 October 2018 and Abzena Shares will subsequently be
cancelled from admission to trading on AIM by 7.30 a.m. on 12
October 2018. Further details of the expected timetable of
principal events are set out below and in the Scheme Document.
Expected timetable of principal events
The current expected timetable of principal events for the
implementation of the Scheme is set out in the Scheme Document and
repeated below. If any of the key dates set out in the expected
timetable change, an announcement will be made through a Regulatory
Information Service. All times shown in this announcement are
London times unless otherwise stated.
Event Time and/or date
Latest time for lodging Forms 11.00 a.m. on 28 September 2018(1)
of Proxy and registering proxy
appointments through CREST for
the Court Meeting (BLUE FORM)
Latest time for lodging Forms 11.15 a.m. on 28 September 2018(2)
of Proxy and registering proxy
appointments through CREST for
the General Meeting (YELLOW
FORM)
Voting Record Time for the Court close of business on 28 September
Meeting and the General Meeting 2018(3)
Court Meeting 11.00 a.m. on 2 October 2018
General Meeting 11.15 a.m. on 2 October 2018(4)
The following dates are indicative
only and are subject to change(5)
Last day of dealings in, or 10 October 2018
for registration of transfers
of, Abzena Shares
Court Hearing 10 October 2018
Scheme Record Time close of business on 10 October
2018
Dealings in Abzena Shares suspended 7.30 a.m. on 11 October 2018
Expected Effective Date of the 11 October 2018
Scheme
Cancellation of admission to By 7.30 a.m. on 12 October 2018
trading of Abzena Shares on
AIM
Despatch of cheques and crediting Within 14 days of the Effective
of CREST for Cash Consideration Date
due under the Scheme
Long Stop Date 31 December 2018(6)
Notes:
(1) It is requested that blue Forms of Proxy for the Court
Meeting be lodged not later than 48 hours before the time appointed
for the Court Meeting, excluding any part of a day that is not a
business day. Blue Forms of Proxy not so lodged may be handed to
the Chairman of the Court Meeting or SLC Registrars on behalf of
the Chairman of the Court Meeting before the start of the Court
Meeting.
(2) Yellow Forms of Proxy for the General Meeting must be lodged
not later than 48 hours before the time appointed for the General
Meeting, excluding any part of a day that is not a business day.
Yellow Forms of Proxy for the General Meeting not lodged by this
time will be invalid.
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day which is two days before the
date of the adjourned meeting, excluding any part of a day that is
not a business day.
(4) Or as soon as the Court Meeting shall have concluded or been
adjourned.
(5) These dates are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or
(if capable of waiver) waived; (ii) the Court sanctions the Scheme;
and (iii) the Court Order is delivered to the Registrar of
Companies.
(6) This is the latest date by which the Scheme may become
Effective unless BidCo and Abzena agree (and the Panel and, if
required, the Court permit) a later date.
Enquiries:
BidCo and WCAS
Jonathan M. Rather +1 (212) 893 9500
Abzena plc
Ken Cunningham (Chairman)
John Burt (Chief Executive Officer) +44 (0) 1223 903
Julian Smith (Chief Financial Officer) 498
+44 (0) 20 7418
Peel Hunt LLP (financial adviser to BidCo) 8900
Christopher Golden
Michael Nicholson
James Steel
Oliver Jackson
N+1 Singer (financial adviser to Abzena
plc)
Aubrey Powell +44 (0) 20 7496
Ben Farrow 3000
Instinctif Partners
Melanie Toyne Sewell
Rozi Morris +44 (0) 20 7457
Alex Shaw 2020
IMPORTANT NOTICES
Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting solely for Abzena as financial adviser and
broker in relation to the matters referred to in this Announcement
and for no one else. N+1 Singer will not be responsible to anyone
other than Abzena for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement or any arrangement referred to herein. N+1 Singer has
given, and not withdrawn, its consent to the inclusion in this
Announcement of the references to its name and the advice it has
given to Abzena in the form and context in which they appear.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for WCAS, the WCAS Fund
and BidCo and for no one else in connection with the matters set
out in this announcement and will not regard any other person as
its client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than WCAS,
the WCAS Fund and BidCo for providing the protections afforded to
its clients or for providing advice in relation to the Acquisition
or any other matter or arrangement referred to in this
announcement.
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form any part of, an offer
to sell or an invitation to subscribe for or purchase any
securities or the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance or transfer of
the securities referred to in this Announcement in any jurisdiction
in contravention of applicable law.
The Acquisition is being made solely through the Scheme Document
(unless BidCo elects, with the consent of the Panel, to implement
the Acquisition by way of Takeover Offer), which contains the full
terms and conditions of the Acquisition, including details of how
to vote at the Meetings in respect of the Acquisition. Any vote in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document. Abzena Shareholders
are advised to read the Scheme Document carefully.
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 any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe any applicable legal or
regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Abzena Shares
with respect to the Scheme at the Court Meeting or the General
Meeting, or to execute and deliver forms of proxy appointing
another person to vote at the Court Meeting or the General Meeting
on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of 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.
Neither this Announcement nor any of the documents relating to
the Acquisition form or are intended to constitute or form part of
any offer or invitation to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval pursuant to the Scheme or
otherwise, in any jurisdiction in which such offer, invitation or
solicitation is unlawful. This Announcement has been prepared for
the purposes of complying with English law, the rules of the London
Stock Exchange, the AIM Rules 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 and Wales.
Unless otherwise determined by BidCo or required by the Code,
and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this Announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction or any other
jurisdiction where to do so would constitute a violation of the
laws of that jurisdiction, and persons receiving such documents
(including agents, custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send such documents in or into
or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made directly or indirectly, in or into, or by the
use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities or
from within any Restricted Jurisdiction.
Notice to US holders of Abzena Shares
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the disclosure
requirements of US tender offer and proxy solicitation rules. If,
in the future, BidCo exercises the right to implement the
Acquisition by way of a Takeover Offer and determines to extend
such Takeover Offer into the United States, the Acquisition will be
made in compliance with applicable United States laws and
regulations. Financial information included in this Announcement
and the Scheme Document has been or will be prepared in accordance
with accounting standards applicable in the United Kingdom that 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.
It may be difficult for US holders of Abzena Shares to enforce
their rights and any claim arising out of the US federal laws,
since Abzena and BidCo are located in a non-US jurisdiction, and
some or all of their officers and directors may be residents of a
non-US jurisdiction. US holders of Abzena Shares may not be able to
sue a non-US company or its officers or directors in a non-US court
for violations of the 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.
Neither the SEC nor any securities commission of any state of
the United States has approved the Acquisition, passed upon the
fairness of the Acquisition or passed upon the adequacy or accuracy
of this Announcement. Any representation to the contrary is a
criminal offence in the United States.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, BidCo or its nominees or brokers
(acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, Abzena Shares outside the United
States, other than pursuant to the Acquisition, until the date on
which the Takeover Offer and/or Scheme becomes Effective, lapses or
is otherwise withdrawn. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date. Nothing in this
Announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of Abzena, the Abzena
Group, BidCo or the Wider BidCo Group except where otherwise
stated.
Forward-looking statements
This Announcement contains statements about BidCo and Abzena
which are, or may be deemed to be, "forward looking statements" and
which are prospective in nature. All statements other than
statements of historical fact included in this announcement may be
forward-looking statements. They are based on current expectations
and projections about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as "plans", "expects", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "predicts",
"intends", "anticipates", "believes", "targets", "aims",
"projects", "future-proofing" or words or terms of similar
substance or the negative of such words or terms, as well as
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Such statements
are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Forward-looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of BidCo's or
Abzena's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions
and governmental regulation on BidCo's or Abzena's business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of the Wider BidCo
Group or the Abzena Group to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. These factors include changes in
the global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax rates and future business combinations or disposals. For a
discussion of important factors which could cause actual results to
differ from forward-looking statements in relation to the Abzena
Group, refer to the annual report and accounts of the Abzena Group
for the financial year ended 31 March 2018. Each of the Wider BidCo
Group and the Abzena Group, and each of their respective members,
directors, officers, employees, advisers and persons acting on
their behalf, expressly disclaims any intention or obligation to
update or revise any forward-looking or other statements contained
in this Announcement, whether as a result of new information,
future events or otherwise, except as required by applicable
law.
No member of the Wider BidCo Group, or the Abzena Group, or any
of their respective associates, directors, officers, employees or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur.
Except as expressly provided in this Announcement, no
forward-looking or other statements have been reviewed by the
auditors of the Wider BidCo Group or the Abzena Group. All
subsequent oral or written forward-looking statements attributable
to any member of the Wider BidCo Group or Abzena Group, or any of
their respective associates, directors, officers, employees or
advisers, are expressly qualified in their entirety by the
cautionary statement above.
Profit forecasts or profit estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Abzena or BidCo, as appropriate, for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for Abzena
or BidCo, as appropriate.
Publication on website and availability of hard copies
A copy of this Announcement, the Scheme Document and the other
documents in connection with the Acquisition required to be
published pursuant to Rule 26 of the Code will be made available,
free of charge and subject to certain restrictions relating to
persons in Restricted Jurisdictions, on Abzena's website at
www.abzena.com by no later than 12 noon (London time) on the
business day following the date of this Announcement. For the
avoidance of doubt, neither the contents of such website nor the
content of any website accessible from hyperlinks on such website
is incorporated into, and do not form part of, this
Announcement.
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this Announcement and/or any document
incorporated by reference into this Announcement, free of charge. A
person may also request that all future documents, announcements
and information to be sent to that person in relation to the
Acquisition should be sent by the party which publishes it in hard
copy form. For persons who receive a copy of this Announcement in
electronic form or via a website publication, a hard copy of this
Announcement will not be sent unless so requested, by contacting
N+1 Singer, One Bartholomew Lane, London EC2N 2AX, or by telephone
on 0207 496 3000 (from within the UK) or +44 207 496 3000 (from
outside the UK). If requested, copies will be provided, free of
charge, within 2 business days of the request.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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) of the Code applies must be made by no
later than 3:30 p.m. (London time) on the 10th Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3:30 p.m. (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 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,
save to the extent that these details have previously been
disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3:30 p.m. (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 normally be deemed to be a
single person for the purpose of Rule 8.3 of the Code.
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 of
the Code).
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 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.
Information relating to Abzena Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Abzena Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Abzena may be provided to BidCo during the
offer period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 21.1(c) of the Code.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCBDGDCBXBBGIG
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