TIDMBRSN
RNS Number : 4844Q
Berendsen PLC
12 September 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
12 September 2017
RECOMMED OFFER
BY
ELIS SA ("ELIS")
FOR
BERSEN PLC ("BERSEN")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Scheme of Arrangement becomes Effective
On 12 June 2017, the boards of Berendsen plc ("Berendsen") and
Elis SA ("Elis") announced that they had reached agreement on the
terms and conditions of a recommended offer by Elis to acquire the
entire issued and to be issued share capital of Berendsen (the
"Transaction"). The Transaction is being implemented by means of a
court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
On 7 September 2017, Berendsen announced that the High Court of
Justice in England and Wales had sanctioned the Scheme at the Court
Hearing held earlier that day.
Berendsen is pleased to announce that, following the delivery of
the Court Order to the Registrar of Companies today, the Scheme has
now become Effective in accordance with its terms and all of the
Scheme Shares are now owned by Elis.
Settlement of Offer Consideration
Scheme Shareholders on the register of members of Berendsen at
the Scheme Record Time, being 6.00 p.m. (London time) on 8
September 2017, will receive GBP5.40 in cash and 0.403 New Elis
Shares for each Scheme Share held (being the Offer Consideration)
subject to valid elections (if applicable) made pursuant to the Mix
and Match Facility.
As set out in the scheme document dated 28 July 2017 (the
"Scheme Document"):
-- for Berendsen Shareholders who held their Scheme Shares in
uncertificated form, the Elis CDIs in respect of the New Elis
Shares to which such shareholders are entitled will be credited to
their CREST account; and
-- for Berendsen Shareholders who hold their Scheme Shares in
certificated form, the Elis CDIs in respect of the New Elis Shares
to which such shareholders are entitled will be issued to the
Computershare Nominee to be held on behalf of such shareholders,
unless any such shareholder has voluntarily opted out of the CSN
Facility or is ineligible to participate in the CSN Facility.
Settlement of the share consideration component of the Offer
Consideration to which Scheme Shareholders are entitled pursuant to
the Scheme will be effected within 14 days of this announcement
(the "Announcement"). The Computershare Nominee will also send to
Scheme Shareholders participating in the CSN Facility a CSN
Facility Statement within 14 days of this Announcement.
Cash consideration to which Scheme Shareholders are entitled
under the Transaction (including amounts due in respect of
fractional entitlements) will be settled via CREST (for
uncertificated Scheme Shareholders) or by cheque (for certificated
Scheme Shareholders) within 14 days of this Announcement.
As set out in the Scheme Document, Elis has arranged for a
Dealing Facility to be made available until 20 December 2017 to
enable eligible Berendsen Shareholders to sell all (but not part
only) of their New Elis Shares. The Dealing Facility will not be
available to persons who receive interests in New Elis Shares
outside the CSN Facility and will therefore not be available to
Berendsen Shareholders who hold their Berendsen Shares in
uncertificated form immediately prior to the Scheme Record Time or
any Berendsen Shareholders who hold their Berendsen Shares in
certificated form immediately prior to the Scheme Record Time and
who opt out of the CSN Facility or are ineligible to participate in
the CSN Facility.
The terms and conditions of the Dealing Facility and a Dealing
Facility Election Form will be despatched to eligible Berendsen
Shareholders within 14 days of this Announcement. Berendsen
Shareholders who have not within 14 days of the Effective Date
received the documentation relating to the Dealing Facility but
believe that they may be entitled to participate in it with respect
to their New Elis Shares should contact Computershare by phone at
0800 923 1539.
Results of the Mix and Match Facility
Valid Share Elections in respect of 65,442,096 Berendsen Shares,
representing approximately 38 per cent. of the aggregate number of
Scheme Shares, and valid Cash Elections in respect of 8,995,220
Berendsen Shares, representing approximately 5 per cent. of the
aggregate number of Scheme Shares, were made by Berendsen
Shareholders. The ability to satisfy Share Elections and Cash
Elections was dependent upon other Berendsen Shareholders making
offsetting elections.
Berendsen Shareholders who made valid Cash Elections have had
such elections satisfied in full. For each Berendsen Share in
respect of which a valid Cash Election has been made, the relevant
Berendsen Shareholder will receive GBP7.37 in cash for every 0.403
of a New Elis Share foregone.
Berendsen Shareholders who made valid Share Elections have had
such elections scaled down on a pro rata basis to approximately
18.8 per cent. For each Berendsen Share in respect of which a valid
Share Election has been made and which has been satisfied, the
relevant Berendsen Shareholder will receive approximately 0.295 New
Elis Shares for every GBP5.40 in cash foregone. For each Berendsen
Share in respect of which a valid Share Election has been made and
which has not been satisfied due to scaling back, the relevant
Berendsen Shareholder will receive the default Offer
Consideration.
Berendsen Shareholders who did not make valid Cash Elections or
Share Elections or who did not participate in the Mix and Match
Facility will receive the default Offer Consideration.
Cancellation of listing, and trading in, Berendsen Shares
Applications have been made to the UK Listing Authority and the
London Stock Exchange in relation to the cancellation of Berendsen
Shares from the premium listing segment of the Official List and
the cancellation of the admission to trading of Berendsen Shares on
the London Stock Exchange's main market for listed securities which
is expected to take place at 8.00 a.m. (London time) on 13
September 2017.
Board changes
As the Scheme has now become Effective, Berendsen announces
that:
-- James Drummond (Chief Executive Officer) has stepped down
from the board of directors and as Chief Executive Officer;
-- Kevin Quinn (Chief Financial Officer) has stepped down from
the board of directors but remains with the Berendsen Group;
-- Iain Ferguson CBE (Chairman), David Lowden (Senior Independent Director), Andrew Wood (Non-Executive Director), Maarit Aarni-Sirviö (Non-Executive Director) and Lucy Dimes (Non-Executive Director) have all tendered their resignations and stepped down from the board of directors; and
-- Xavier Martiré (President of the Management Board of Elis)
and Olivier Bizard (General Manager of Kennedy Hygiene Products, a
subsidiary of Elis) have been appointed to the board of
directors,
in each case, with immediate effect.
In accordance with Listing Rule 9.6.13R, Berendsen reports that,
save for Xavier Martiré being a member of Management Board of Elis,
there is no other information to disclose relating to Xavier
Martiré and Olivier Bizard under Listing Rule 9.6.13R.
Capitalised terms used but not otherwise defined in this
Announcement have the meanings given to them in the Scheme
Document.
Enquiries:
Berendsen
Pete Young Tel: +44 (0)
20 7259 6663
Credit Suisse - Financial adviser
to Berendsen
Jonathan Grundy / Joe Hannon Tel: +44 (0)
/ Vasyl Dutchak 20 7888 8888
J.P. Morgan Cazenove - Financial
adviser and joint corporate
broker to Berendsen
Robert Constant / Dwayne Lysaght Tel: +44 (0)
/ Richard Walsh 20 7742 4000
HSBC Bank plc - Financial adviser
and joint corporate broker to
Berendsen
Mark Dickenson / Philip Noblet Tel: +44 (0)
/ Keith Welch 20 7991 8888
FTI Consulting
Richard Mountain Tel: +44 (0)
20 3727 1374
Elis
Nicolas Buron Tel: +33 (0)
1 75 49 98 30
Brunswick - Public Relations
Adviser to Elis
Jonathan Glass / Tom Burns Tel: +44 (0)
Thomas Kamm / Aurélia de 20 7404 5959
Lapeyrouse Tel: +33 (0)
1 53 96 83 83
Lazard & Co., Limited - Financial
Adviser to Elis
William Rucker / William Lawes Tel: +44 (0)
/ Vasco Litchfield / Eugene 20 7187 2000
Schreider
Pierre Tattevin / Charles Duhamel Tel: +33 (0)
1 44 13 01 11
Zaoui & Co Ltd - Financial Adviser
to Elis
Yoel Zaoui / Michael Zaoui / Tel: +44 (0)
Serge Mouracade 20 7290 5580
Deutsche Bank - Financial Adviser
and Corporate Broker to Elis
Neil Collingridge / Chris Raff Tel: +44 (0)
/ Simon Hollingsworth 20 7545 8000
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
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 Transaction or otherwise. The
Transaction will be implemented solely pursuant to the terms of the
Scheme Document, which contains the full terms and conditions of
the Transaction. Any decision in respect of, or other response to,
the Transaction should be made only on the basis of the information
contained in the Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Important notices relating to the financial advisers
Credit Suisse International ("Credit Suisse"), which is
authorised by the Prudential Regulation Authority ("PRA") and
regulated by the Financial Conduct Authority ("FCA") and the PRA in
the United Kingdom, is acting as financial adviser exclusively for
Berendsen and no one else in connection with the Transaction and
the matters set out in this Announcement. Except for the
responsibilities and liabilities, if any, which may be imposed on
Credit Suisse by FSMA or the regulatory regime established
thereunder, Credit Suisse will not be responsible to any person
other than Berendsen for providing the protections afforded to
clients of Credit Suisse, nor for providing advice in relation to
the Transaction or any matter referred to herein. Neither Credit
Suisse nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Credit Suisse in
connection with this Announcement, any statement contained herein
or otherwise.
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is
authorised and regulated by the Financial Conduct Authority in the
UK. J.P. Morgan Cazenove is acting exclusively as financial adviser
to Berendsen and no one else in connection with the Transaction and
will not regard any other person as its client in relation to the
Transaction and will not be responsible to anyone other than
Berendsen for providing the protections afforded to clients of J.P.
Morgan Cazenove or its affiliates, or for providing advice in
relation to the Transaction or any other matter referred to
herein.
HSBC Bank plc ("HSBC"), which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting
as financial adviser and corporate broker exclusively for Berendsen
and for no one else in connection with the Transaction and will not
be responsible to anyone other than Berendsen for providing the
protections afforded to clients of HSBC nor for providing advice in
relation to the Transaction or any other matters referred to
herein.
In accordance with, and to the extent permitted by, the Takeover
Code and normal UK market practice and Rule 14e-5 under the US
Exchange Act, Credit Suisse, J.P. Morgan Limited and HSBC and their
respective affiliates may continue to act as exempt principal
traders in Berendsen Shares on the London Stock Exchange and will
engage in certain other purchasing activities consistent with their
respective normal and usual practice and applicable law, including
Rule 14e-5 under the US Exchange Act. To the extent required to be
disclosed in accordance with applicable regulatory requirements,
information about any such purchases will be disclosed to the Panel
by no later than 12 noon on the next "business day", as such term
is defined in the Takeover Code, and will be available from any
Regulatory Information Service, including the regulatory news
service on the London Stock Exchange website
(www.londonstockexchange.com).
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as financial adviser to Elis and no one else in connection with the
Transaction and will not be responsible to anyone other than Elis
for providing the protections afforded to clients of Lazard &
Co., Limited nor for providing advice in relation to the
Transaction and matters referred to herein. Neither Lazard &
Co., Limited nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Lazard & Co., Limited in
connection with the Transaction, this Announcement, any statement
contained herein or otherwise.
Zaoui & Co Ltd ("Zaoui & Co") is authorised and
regulated in the United Kingdom by the FCA. Zaoui & Co is
acting exclusively as financial adviser for Elis and no one else in
connection with the Transaction and will not regard any other
person as its client in relation to the matters in this
Announcement and will not be responsible to anyone other than Elis
for providing the protections afforded to clients of Zaoui &
Co, nor for providing advice in relation to any matter referred to
herein.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank) and, in France, by the
Autorité de Contrôle Prudentiel et de Résolution. It is subject to
supervision by the European Central Bank and by BaFin, Germany's
Federal Financial Supervisory Authority, and is subject to limited
regulation in France by the AMF. Details about the extent of its
authorisation and regulation by BaFin, the Autorité de Contrôle
Prudentiel et de Résolution and the AMF are available on request.
Deutsche Bank is acting as financial adviser and corporate broker
to Elis and no one else in connection with the Transaction or the
contents of this Announcement and will not be responsible to anyone
other than Elis for providing the protections afforded to clients
of Deutsche Bank or for providing advice in relation to the
Transaction or any other matters referred to herein.
In accordance with, and to the extent permitted by, the Takeover
Code and normal UK market practice and Rule 14e-5 under the US
Exchange Act, Deutsche Bank AG, London Branch and its affiliates
may continue to act as exempt principal traders in Berendsen Shares
on the London Stock Exchange and will engage in certain other
purchasing activities consistent with their respective normal and
usual practice and applicable law, including Rule 14e-5 under the
US Exchange Act. To the extent required to be disclosed in
accordance with applicable regulatory requirements, information
about any such purchases will be disclosed to the Panel by no later
than 12 noon on the next "business day", as such term is defined in
the Takeover Code, and will be available from any Regulatory
Information Service, including the regulatory news service on the
London Stock Exchange website (www.londonstockexchange.com).
Cautionary note regarding forward-looking statements
This Announcement may contain certain "forward looking
statements". All statements other than statements of historical
fact included in any document may be forward looking statements.
Forward looking statements also often use words such as "believe",
"expect", "estimate", "intend", "anticipate" and words of a similar
meaning. By their nature, forward looking statements involve risk
and uncertainty that could cause actual results to differ
materially from those suggested by them. Much of the risk and
uncertainty relates to factors that are beyond the companies'
abilities to control or estimate precisely, such as future market
conditions and the behaviours of other market participants, and
therefore undue reliance should not be placed on such statements
which speak only as at the date of this document. Neither Berendsen
nor Elis assumes any obligation to, and do not intend to, revise or
update these forward looking statements, except as required
pursuant to applicable law or regulation.
Overseas Shareholders
The release, publication or distribution of this Announcement
in, into or from jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore persons
into whose possession this Announcement come should inform
themselves about, and observe, any applicable restrictions. Any
failure to comply with such restrictions may constitute a violation
of the securities laws of such jurisdictions.
The implications of the Transaction (including the right to make
a Mix and Match Election and use the Dealing Facility) for Overseas
Shareholders may be affected by the laws of the relevant
jurisdictions. Overseas Shareholders should inform themselves about
and observe any applicable legal requirements. It is the
responsibility of each Overseas Shareholder to satisfy itself as to
the full observance of the laws of the relevant jurisdiction in
connection therewith, including the obtaining of any governmental,
exchange control or other consents which may be required, or the
compliance with other necessary formalities which are required to
be observed and the payment of any issue, transfer or other taxes
due in such jurisdiction.
This Announcement has been prepared for the purposes of
complying with English law 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 of jurisdictions outside the United Kingdom. Overseas
Shareholders should consult their own legal and tax advisers with
regard to the legal and tax consequences of the Scheme to their
particular circumstances.
All Berendsen Shareholders (including, without limitation,
nominees, trustees or custodians) who would, or otherwise intend
to, forward this Announcement to any jurisdiction outside the
United Kingdom, should seek appropriate independent professional
advice before taking any action.
Further information in relation to Overseas Shareholders
(including Restricted Overseas Shareholders) is contained in
paragraph 19 of Part 2 of the Scheme Document.
Note to US investors
The New Elis Shares have not been and will not be registered
under the US Securities Act or under the securities laws of any
state or other jurisdiction of the United States. Accordingly, the
New Elis Shares may not be offered, sold, resold, delivered,
distributed or otherwise transferred, directly or indirectly, in or
into the United States absent registration under the US Securities
Act or an exemption therefrom. This announcement does not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the New Elis Shares in any state of
the United States in which such offer, solicitation or sale would
be unlawful prior to qualification under the securities laws of any
such state. The New Elis Shares are expected to be issued in the
United States in reliance upon the exemption from the registration
requirements of the US Securities Act provided by Section 3(a)(10)
thereof. Berendsen shareholders (whether or not US persons) who are
or will be affiliates (within the meaning of the US Securities Act)
of Elis prior to or after the date on which the Transaction becomes
effective will be subject to certain restrictions on transfers of
the New Elis Shares received pursuant to the Transaction.
Otherwise, the New Elis Shares generally should not be treated as
"restricted securities" within the meaning of Rule 144(a)(3) under
the US Securities Act and persons who receive securities under the
Transaction (other than "affiliates" as described in the paragraph
below) may resell them without restriction under the US Securities
Act. For a description of these and certain further restrictions on
offers, sales and transfers of the New Elis Shares and the
distribution of this document, and additional information
applicable to US shareholders, see paragraph 19 of Part 2 of the
Scheme Document.
Elis is organised under the laws of France and Berendsen is
organised under the laws of England. Some or all of the officers
and directors of Elis and Berendsen are residents of countries
other than the United States. The significant majority of the
assets of Elis and Berendsen are located outside the United States.
As a result, it may not be possible to effect service of process
within the United States upon Elis, Berendsen or any of their
respective officers or directors, or to enforce outside the United
States judgments obtained in US courts against Elis, Berendsen or
any of their respective officers or directors, including, without
limitation, judgments based upon the civil liability provisions of
the US federal securities laws or the laws of any state or
territory within the United States. It may not be possible to sue
Elis or Berendsen or their respective officers or directors in a
non-US court for violations of US securities laws. It may be
difficult to compel Elis, Berendsen and their respective affiliates
to subject themselves to the jurisdiction and judgment of a US
court.
None of the New Elis Shares have been approved or disapproved by
the SEC, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the fairness or merits of such securities or
upon the adequacy or accuracy of the information contained in this
document. Any representation to the contrary is a criminal offence
in the United States.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments.
Publication on website
A copy of this Announcement will be made available on
Berendsen's website at www.berendsen.com and on Elis' website at
www.corporate-elis.com by no later than 12 noon (London time) on
the business day following this Announcement. For the avoidance of
doubt, the contents of these websites 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
SOAOKBDKFBKKFCD
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September 12, 2017 04:10 ET (08:10 GMT)
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