TIDMCAMB
RNS Number : 4266F
Cambria Automobiles Plc
15 July 2021
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 THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
15 July 2021
Recommended Cash Offer
for
Cambria Automobiles plc
by
Cambria Bidco Limited
to be effected by means of a scheme of arrangement under Part 26
of the Companies Act 2006
ADJOURNMENT OF COURT MEETING AND GENERAL MEETING
Introduction
On 9 June 2021, the boards of Cambria Bidco Limited ("Bidco")
and Cambria Automobiles plc ("Cambria") announced that they had
reached agreement on the terms of a recommended cash offer for the
entire issued and to be issued share capital of Cambria (the
"Offer") to be made by Bidco, to be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"), or, if Bidco elects, with the
consent of the Panel, a Takeover Offer under Part 28 of the
Companies Act 2006.
The Offer is subject to the terms and conditions set out in the
scheme document in relation to the Offer published and made
available to Cambria Shareholders and, for information only, to
participants in the Cambria Share Option Scheme and persons with
information rights on 23 June 2021 (the "Scheme Document").
Capitalised terms used but not defined in this announcement
(this "Announcement") have the meanings given to them in the Scheme
Document.
Cambria Shareholder Meetings
In light of ongoing discussions with certain Cambria
Shareholders, Bidco has requested that the Independent Committee
adjourn the Court Meeting and the General Meeting. The Cambria
Directors who comprise the Independent Committee believe that it is
in the best interests of Cambria Shareholders as a whole to
continue these discussions and to allow all Cambria Shareholders
more time to fully consider the Cash Offer and the Alternative
Offer.
The Independent Committee therefore intends to adjourn the Court
Meeting and the General Meeting relating to the Scheme which were
to be held on 16 July 2021 at 10.00 a.m. and 10.15 a.m.
respectively, so as to be held on a date to be determined at the
offices of Cambria Automobiles Plc, at Grange Aston Martin,
Mosquito Way, Hatfield Business Park, Hatfield, AL10 9US and via
the Virtual Meeting Platform. Cambria will give notice of the
revised date for the Shareholder Meetings by issuing an
announcement through a Regulatory Information Service.
Cambria Shareholders who have already submitted Forms of Proxy
for the Court Meeting and the General Meeting and do not wish to
change their voting instructions, need take no further action as
their Forms of Proxy will continue to be valid in respect of the
Court Meeting and the General Meeting.
Cambria Shareholders who have submitted Forms of Proxy for the
Court Meeting and/or the General Meeting and who now wish to change
their voting instructions, or have any questions relating to the
completion and return of the Forms of Proxy or Form of Election,
should please telephone Link Group, on 0371 664 0321* if calling
from within the UK or on +44 371 664 0321* if calling from outside
the UK. *Lines are open from 9.00 a.m. to 5.30 p.m. Monday to
Friday excluding public holidays in England and Wales. Calls are
charged at the standard geographic rate and will vary by provider.
Calls from outside the UK will be charged at the applicable
international rate. Different charges may apply to calls from
mobile telephones. Please note that Link Group cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. .
Cambria Shareholders are also reminded that completion and
return of a Form of Proxy, or the appointment of a proxy
electronically using CREST, will not prevent them from voting at
the Court Meeting or the General Meeting either in person or via
the Virtual Meeting Platform. Please refer to the Scheme Document
and the Virtual Meeting Guide for further information.
Reconfirmation of unanimous recommendation regarding the Cash
Offer
The Cambria Directors comprising the Independent Committee
continue to believe that the Cash Offer is in the best interests of
Cambria Shareholders as a whole and reconfirms their unanimous
recommendation that Cambria Shareholders vote or procure votes in
favour of the Scheme at the Court Meeting and the Special
Resolution to be proposed at the General Meeting (or, in the event
that the Offer is implemented by way of a Takeover Offer, to accept
or procure acceptance of the Takeover Offer).
Alternative Offer
In relation to the Alternative Offer and for the reasons set out
in paragraph 13 of Part 1 of the Scheme Document, together with
risk factors and other investment considerations set out therein,
the Cambria Directors comprising the Independent Committee confirm
again that they cannot form an opinion as to whether or not the
terms of the Alternative Offer are fair and reasonable and
reconfirm that they are not making any recommendation or giving any
advice to Scheme Shareholders as to whether or not they should
elect for the Alternative Offer.
Scheme Shareholders are strongly recommended to seek their own
independent financial, tax and legal advice in light of their own
particular circumstances and investment objectives before deciding
whether to elect for the Alternative Offer in respect of all but
not part of their holding of Scheme Shares or otherwise. Any
decision to elect for the Alternative Offer should be based on
independent financial, tax and legal advice and consideration of
the Scheme Document including, but not limited to, the risk factors
and other investment considerations relating to the Consideration
Shares set out in paragraph 13 of Part 1 of the Scheme
Document.
Timetable update
An updated expected timetable for the Offer will be notified to
Cambria Shareholders by issuing an announcement through a
Regulatory Information Service and, if required by the Panel, by
notice of the change(s) to Cambria Shareholders and other persons
with information rights and, for information only, to participants
in the Cambria Share Option Scheme.
Enquiries:
Bidco Cambria
finnCap Rothschild & Co
Financial Adviser to Bidco Financial Adviser to Cambria
Henrik Persson, Emily Watts, Ravi Gupta, John Byrne, and
and Fergus Sullivan Ricky Paul 020 7280 5000
020 7220 0500 Zeus Capital Ltd
Joint Broker to Cambria
Dominic King
020 7533 7727
Nplus1 Singer Advisory LLP
Nomad and Joint Broker to Cambria
Mark Taylor and Jen Boorer
020 7496 3000
FTI Consulting
Alex Beagley, James Styles,
and Sam Macpherson
020 3727 1000
IMPORTANT NOTES
Rothschild & Co, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial
adviser under Rule 3 of the Code to Cambria in connection with the
matters set out in this Announcement and for no one else and will
not be responsible to anyone other than Cambria for providing the
protections afforded to its clients or for providing advice in
relation to the matters set out in this Announcement. Neither
Rothschild & Co 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 Rothschild & Co in
connection with this Announcement, any statement contained herein,
the Offer or otherwise.
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the FCA, is acting as financial adviser exclusively for
Bidco and for no one else in connection with the Offer or other
matters referred to in this Announcement and will not be
responsible to anyone other than Bidco for providing the
protections afforded to its clients nor for providing advice in
relation to the Offer, the contents of this Announcement or any
other matters set out in this Announcement.
Nplus1 Singer Advisory LLP, which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively as nominated
adviser to Cambria and for no one else in connection with the Offer
or other matters referred to in this Announcement and will not be
responsible to anyone other than Cambria for providing the
protections afforded to its clients nor for providing advice in
relation to the Offer, the contents of this Announcement or any
other matters set out in this Announcement.
Zeus Capital, which is authorised and regulated in the United
Kingdom by the FCA, is acting as joint broker to Cambria and for no
one else in connection with the Offer or other matters referred to
in this Announcement and will not be responsible to anyone other
than Cambria for providing the protections afforded to its clients
nor for providing advice in relation to the Offer, the contents of
this Announcement or any other matters set out in this
Announcement.
Overseas shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are not resident in the United
Kingdom or who are subject to the laws of any jurisdiction other
than the United Kingdom (including Restricted Jurisdictions) 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 or who are subject to the
laws of another jurisdiction to participate in the Offer or to vote
their Scheme Shares in respect of the Scheme at the Court Meeting
or in respect of the Resolutions to be proposed at the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the Court Meeting and/or the General Meeting on
their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located or to which they are
subject. Any failure to comply with applicable legal or regulatory
requirements of any jurisdiction may constitute a violation of
securities laws in that jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Offer shall 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 Offer 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.
Copies of this Announcement and any formal documentation
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction or any jurisdiction
where to do so would constitute a violation of the laws of such
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Offer.
If the Offer 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 use
of the mails or any other means or instrumentality (including,
without limitation, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of any Restricted Jurisdiction, and the Offer will not be
capable of acceptance by any such use, means, instrumentality or
facilities or from within any Restricted Jurisdiction.
The availability of the Offer 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. Further details in relation
to Scheme Shareholders in overseas jurisdictions will be contained
in the Scheme Document.
The Offer will be subject to English law and the applicable
requirements of the Court, the Code, the Panel, the London Stock
Exchange, the AIM Rules and the FCA.
Notice to U.S. investors
The Offer relates to shares of a UK company and is proposed to
be effected by means of a scheme of arrangement under the laws of
England and Wales. The companies involved in the Offer are not
United States ("U.S.") companies and are considered "foreign
private issuers" for purposes of applicable U.S. securities laws
(together with regulations, interpretations and guidance,
collectively, "U.S. securities laws"). A transaction effected by
means of a scheme of arrangement involving foreign private issuers
only is not subject to the tender offer rules or the proxy
solicitation rules under the U.S. Exchange Act 1934 ("U.S. Exchange
Act"), if it meets relevant conditions under applicable U.S.
securities laws.
Accordingly, the Offer is subject to the disclosure and
procedural requirements applicable in the UK to schemes of
arrangement that differ materially from the offer, disclosure and
registration requirements under U.S. securities laws, including as
they apply to the offer and sale of securities, tender offers,
going-private transactions and proxy solicitation rules.
Furthermore, the payment and settlement procedure with respect to
the Offer will comply with the relevant rules under the Code, which
differ from U.S. payment and settlement procedures, particularly
with regard to the date of payment of consideration.
However, if Bidco were to elect to implement the Offer by means
of a Takeover Offer, such Takeover Offer would be subject to a
variety of U.S. securities laws and would need to be made in
compliance with all such applicable laws, including applicable
exemptions (if any) under the U.S. Exchange Act or U.S. Securities
Act of 1933 (the "Securities Act") or compliance with all or some
of such U.S. securities laws. Such a Takeover Offer would be made
in the United States by Bidco and no one else, in compliance with
U.S. securities laws, including Section 14(e) of the U.S. Exchange
Act and Regulation 14E thereunder.
In accordance with normal UK practice, Cambria Investments,
Bidco or their nominees or their brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to
purchase, shares or other securities of Cambria outside of the
U.S., other than pursuant to the Offer, until the date on which the
Offer and/or Scheme becomes effective, lapses or is otherwise
withdrawn, in compliance with applicable laws, including the U.S.
securities laws. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases or
arrangements to purchase shall be disclosed as required in the UK,
shall be reported to the Regulatory Information Service and shall
be available on the London Stock Exchange website at
www.londonstockexchange.com.
Neither the New Bidco Shares nor the Consideration Shares issued
under the Alternative Offer will be registered under the U.S.
Securities. Bidco expects to issue the New Bidco Shares in reliance
upon the exemption from the registration requirements of the
Securities Act provided by Section 3(a)(10) thereof or other
applicable exemptions.
The receipt of consideration by a U.S. holder for the transfer
of its Scheme Shares pursuant to the Offer will likely be a taxable
transaction for United States federal income tax purposes. Each
U.S. holder of Scheme Shares is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Offer applicable to such holder, including under applicable U.
S. state and local tax laws, as well as overseas and other tax laws
that may be applicable.
Some or all of Cambria's officers and directors reside outside
the U.S., and some or all of its assets are or may be located in
jurisdictions outside the U.S. Therefore, investors may have
difficulty effecting service of process within the U.S. upon those
persons or recovering against Cambria or its officers or directors
on judgments of U.S. courts, including judgments based upon the
civil liability provisions of U.S. securities laws. Further, it may
be difficult to compel a non-U.S. company and its affiliates to
subject themselves to a U.S. court's judgment. It may not be
possible to sue Cambria or its officers or directors in a non-U.S.
court for violations of the U.S. securities laws.
Neither the SEC nor any U.S. state securities commission has
approved or disproved or passed judgment upon the fairness or the
merits of the Offer or determined if this Announcement is adequate,
accurate or complete.
Financial information relating to Cambria included in this
Announcement and the Scheme Document has been or will have been
prepared in accordance with IFRS and may not be comparable to the
financial information of U.S. companies or companies whose
financial statements are prepared in accordance with generally
accepted accounting principles in the U.S.
Publication on a website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be available (subject to certain restrictions
relating to persons resident in Restricted Jurisdictions) at
http://www.cambriaautomobilesplc.com by no later than 12 noon
(London time) on the Business Day following this Announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this Announcement.
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this document and any information incorporated
into it by reference to another source in hard copy form. A person
may also request that all future documents, announcements and
information to be sent to that person in relation to the Offer
should be in hard copy form. Cambria Shareholders, persons with
information rights in Cambria and any other person to whom this
document has been sent, may request a hard copy of this document
(and any information incorporated in this document by reference to
another source) by writing to Link Group, 10th Floor, Central
Square, 29 Wellington Street, Leeds, LS1 4DL or by telephone on
0371 664 0321* if calling from within the UK or on +44 371 664
0321* if calling from outside the UK. *Lines are open from 9.00
a.m. to 5.30 p.m. Monday to Friday excluding public holidays in
England and Wales. Calls are charged at the standard geographic
rate and will vary by provider. Calls from outside the UK will
be
charged at the applicable international rate. Different charges
may apply to calls from mobile telephones. Please note that Link
Group cannot provide any financial, legal or tax advice and calls
may be recorded and monitored for security and training purposes.
It is important that you note that unless you make such a request,
a hard copy of this document and any such information incorporated
in it by reference to another source will not be sent to you. You
may also request that all future documents, announcements and
information to be sent to you in relation to the Offer be in hard
copy form.
Cautionary note regarding forward-looking statements
This Announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Cambria and certain plans and objectives of Bidco with
respect thereto. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as
"anticipate", "expect", "estimate", "intend", "plan", "goal",
"believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", or other words of similar meaning.
Forward-looking statements include, but are not limited to,
statements relating to the following: (i) future capital
expenditures, expenses, revenues, economic performance, financial
conditions, dividend policy, losses and future prospects, (ii)
business and management strategies and the growth of the operations
of Cambria, (ii) negative effects relating to this Announcement
and/or status of the Offer, (v) the possibility that any of the
conditions to the Offer will not be satisfied, and (vi) significant
transaction costs (including litigation) or unknown liabilities.
These statements are based on assumptions and assessments made by
Cambria, and/or Bidco in light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty,
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward-looking statements in this Announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
Announcement. Neither Cambria nor Bidco assumes any obligation to
update or correct the information contained in this Announcement
(whether as a result of new information, future events or
otherwise), except as required by applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are 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 dispositions.
No profit forecasts
No statement in this Announcement is intended as a profit
forecast or profit estimate.
Dealing Disclosures and Opening Position Disclosure
requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one 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 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."
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Scheme Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Cambria may be provided to Bidco
during the Offer Period as required under Section 4 of Appendix 4
of the Code.
General
If you are in any doubt as to the action you should take, you
are recommended to seek your own independent financial advice
immediately from an independent financial adviser authorised under
the Financial Services and Markets Act 2000 (as amended), if you
are resident in the United Kingdom, or, if not, from another
appropriately authorised independent financial adviser.
This information is provided by RNS, the news service of the
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END
MSCGZGMNVKGGMZM
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July 15, 2021 12:04 ET (16:04 GMT)
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