TIDMALG TIDMSTOB
RNS Number : 7174G
Autologic Holdings PLC
02 July 2012
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.
2 July 2012
RECOMMENDED CASH OFFER
for
AUTOLOGIC HOLDINGS PLC
by
STOBART HOLDINGS LIMITED
(a wholly owned subsidiary of Stobart Group Limited)
TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER PART 26
OF THE COMPANIES ACT 2006
POSTING OF SCHEME DOCUMENT
On 18 June Stobart Group Limited ("Stobart") and Autologic
Holdings plc ("Autologic") announced that they had reached
agreement on the terms of a recommended cash offer pursuant to
which Stobart Holdings Limited ("Stobart Holdings"), a wholly owned
subsidiary of Stobart, will acquire the entire issued and to be
issued ordinary share capital of Autologic (the "Transaction").
Autologic is today posting a circular to shareholders (the
"Scheme Document") containing, amongst other things, the terms and
conditions of the scheme of arrangement under Part 26 of the
Companies Act 2006 by which the Transaction will be implemented
(the "Scheme"), an explanatory statement pursuant to section 897 of
the Companies Act 2006, notices of the court meeting (the "Court
Meeting") and general meeting (the "General Meeting") of Autologic
shareholders required to implement the Scheme, an expected
timetable of principal events and details of the action to be taken
by Autologic shareholders.
As described in the Scheme Document, to become effective, the
Scheme requires the approval of Scheme Shareholders at the Court
Meeting and the implementation of the Scheme and the associated
Reduction of Capital requires the approval of Autologic
Shareholders at the General Meeting. The Court must then sanction
the Scheme and confirm the Reduction of Capital at the Court
Hearing. Both the Court Meeting and the General Meeting will be
held on 27 July 2012 at Autologic, Autologic House, 5 Grange Park
Court, Roman Way, Northampton, NN4 5EA, with the Court Meeting to
commence at 11.00am and the General Meeting to commence at 11.15am
(or as soon thereafter as the Court Meeting is concluded or
adjourned). Notices of the Court Meeting and the General Meeting
are set out in Part 10 and Part 11 of the Scheme Document.
A copy of the Scheme Document will be made available on
Autologic's website at http://www.autologic.co.uk, subject to any
applicable restrictions relating to persons resident in Restricted
Jurisdictions, up to and including the Effective Date or the date
on which the Scheme lapses or is withdrawn, whichever is
earlier.
The following indicative timetable sets out the expected dates
for the implementation of the Transaction:
Event Time and/or date
Latest time for lodging blue Forms of Proxy for the Court
Meeting 11.00 am on 25 July 2012(1)
Latest time for lodging white Forms of Proxy for the General
Meeting 11.15 am on 25 July 2012(2)
Voting Record Time for Court Meeting and General Meeting 6.00 pm
on 25 July 2012(3)
Court Meeting 11.00 am on 27 July 2012
General Meeting 11.15 am on 27 July 2012(4)
Scheme Record Time 6.00 pm on 8 August 2012(5)
Suspension of listing and dealings in Autologic Shares and
disablement of
Autologic Shares in CREST 7.30 am on 9 August 20125
Court Hearing 9 August 20125
Effective Date 10 August 20125
Cancellation of listings and dealings in Autologic Shares by no
later than 8.00 am on 13 August 20125
Latest date of despatch of cheques and settlement through CREST
by 24 August 20125
Latest date for Scheme to become effective 18 October
2012(6)
All references in this document to times are to UK time unless
otherwise stated.
If any of the above expected dates change, Autologic will give
notice of the change by issuing an announcement through a
Regulatory Information Service.
Terms defined in the Scheme Document shall have the same meaning
in this announcement.
1 The blue Form of Proxy for the Court Meeting may be handed to
Capita Registrars or the Chairman of the Court Meeting at the start
of the Court Meeting. However, it is requested that, if possible,
blue Forms of Proxy be lodged at least 48 hours before the time
appointed for the Court Meeting.
2 The white Form of Proxy for the General Meeting must be lodged
with Capita Registrars by no later than 11.15 am on 25 July 2012 in
order for it to be valid, or if the General Meeting is adjourned,
no later than 48 hours before the time fixed for the holding of the
adjourned meeting. The white Form of Proxy cannot be handed to
Capita Registrars or the Chairman of the General Meeting at the
Meeting.
3 If either of the Meetings is adjourned, then the Voting Record
Time for the relevant reconvened Meeting will be 6.00pm on the date
two days before the date set for the relevant reconvened
meeting.
4 If the Court Meeting has not been concluded or adjourned prior
to the scheduled commencement of the General Meeting, the
commencement of the General Meeting will be delayed until the Court
Meeting has been concluded or adjourned.
5 These times and dates are indicative only and will depend,
amongst other things, on the date on which the conditions of the
Scheme are satisfied or (if capable of waiver) waived, the date on
which the Court issues the Court Order sanctioning the Scheme and
confirming the associated Reduction of Capital and the date on
which the Court issues the Court Order is delivered to the
Registrar of Companies. If there are any revisions to the
timetable, the Autologic Directors will make an appropriate
announcement as soon as practicable.
6 This is the latest date by which the Scheme may become
effective unless Stobart and Autologic agree, and the Court
permits, a later date.
Enquiries
Stobart Group Limited and Stobart Holdings Limited
Andrew Tinkler, Chief Executive Officer Tel: +44 (0) 192 560
5400
Ben Whawell, Chief Financial Officer
Cenkos Securities plc
(Financial Adviser and Broker to Stobart)
Stephen Keys Tel: +44 (0) 207 397 8926
Adrian Hargrave
Autologic Holdings plc
Avril Palmer-Baunack, Chief Executive Officer Tel: +44 (0) 160
466 4458
Andrew Somerville, Group Finance Director
Kinmont
(Financial Adviser to Autologic)
James Local Tel: +44 207 087 9100
Canaccord Genuity Limited
(Nominated Adviser and Broker to Autologic)
Bruce Garrow Tel: +44 207 7523 8000
Ross Allister
i-nfluence Tel: +44 20 7287 9610
Stuart Dyble/James Andrew
Square1 Consulting
(Public Relations Adviser to Stobart)
David Bick/Mark Longson Tel: +44 20 7929 5599
Biddicks Financial Public Relations
(Public Relations Adviser to Autologic)
Katie Tzouliadis Tel: +44 (0) 203 178 6378
In relation to the Transaction, Cenkos, which is authorised and
regulated by the Financial Services Authority, is acting
exclusively for Stobart and for no-one else and will not be
responsible to any person other than Stobart for providing the
protections afforded to clients of Cenkos, nor for providing advice
in relation to the potential offer or any other matters referred to
herein.
Kinmont, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
Autologic and for no-one else in connection with the potential
offer and will not be responsible to any person other than
Autologic for providing the protections afforded to clients of
Kinmont, nor for providing advice in relation to the potential
offer or any other matters referred to herein.
Canaccord, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Autologic and for no-one else in connection with the potential
offer and will not be responsible to any person other than
Autologic for providing the protections afforded to clients of
Canaccord, nor for providing advice in relation to the potential
offer or any other matters referred to herein.
You may request a hard copy of this announcement by contacting
David Harris, Group Financial Controller, Autologic Holdings plc,
Boundary Way, Lufton, Yeovil, Somerset, BA22 8HZ or by telephoning
01604 664400 (for UK callers) and +44 1604 664400 (for overseas
callers). You may also request that all future documents,
announcements and information to be sent to you in relation to the
Transaction should be in hard copy form.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities or the solicitation
of any vote or approval in any jurisdiction, pursuant to the
Transaction or otherwise. The Transaction will be made solely by
means of the Scheme Document and the accompanying Forms of Proxy,
which will together contain the full terms and conditions of the
Transaction, including details of how to vote in respect of the
Transaction. Any approval, decision or other response to the
Acquisition should be made only on the basis of the information in
the Scheme Document.
Whether or not certain Autologic Shares are voted at the Court
Meeting or the General Meeting, if the Scheme becomes Effective,
those Autologic Shares will be cancelled pursuant to the Scheme in
return for the payment of 20 pence in cash per Autologic Share.
This announcement has been prepared for the purpose of complying
with English law and the City 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.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by Stobart or required by the City
Code, and permitted by applicable law and regulation, the
Transaction 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 Transaction 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 Transaction are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Transaction
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Transaction to Scheme Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
Forward-looking Statements
This announcement contains statements about Stobart and
Autologic that are or may be forward-looking statements. All
statements other than statements of historical facts included in
this announcement may be forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" ,
"should" or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements
include statements relating to the following: (i) future capital
expenditures, expenses, revenue, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Stobart's or Autologic's
operations and potential synergies resulting from the Transaction;
and (iii) the effects of government regulation on Stobart's or
Autologic'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. These forward-looking
statements are not guarantees of future financial performance.
There are a number of factors that could cause actual results
and developments to differ materially from those expressed or
implied by these forward-looking statements, and readers are
therefore cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
These factors include, but are not limited to, regulatory approvals
that may require acceptance of conditions with potential adverse
impacts; risk involving Stobart's ability to realise expected
benefits associated with the Transaction; the impact of legal or
other proceedings; continued growth in the market for Stobart's and
Autologic's services and general economic conditions. Furthermore,
a review of the reasons why actual results and developments may
differ materially from the expectations disclosed or implied within
forward-looking statements can be found by referring to the
information contained under the heading "Risk Management" in
Stobart's Annual Report for the year ended 29 February 2012 which
can be found on Stobart's website (www.stobartgroup.co.uk) and by
referring to the information contained under the heading "Principal
Risks and Uncertainties" in Autologic's Annual Report for the year
ended 31 December 2011 which can be found on Autologic's website
(www.autologic.co.uk/annual-reports/2011.pdf).
Stobart and Autologic expressly disclaim any obligation to
update any forward-looking or other statements contained herein,
except as required by applicable law.
Disclosure Requirements of the City Code
Under Rule 8.3(a) of the City 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 paper 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 paper
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 paper 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 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 paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the City 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 paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper offeror, 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 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 paper
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 Panel's website at http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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