TIDMEUSP
RNS Number : 4532B
EU Supply PLC
07 June 2019
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 THAT
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014
FOR IMMEDIATE RELEASE
7 June 2019
RECOMMED CASH OFFER FOR EU SUPPLY BY MERCELL
TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER PART 26
OF THE COMPANIES ACT 2006
On 10 May 2019, the Boards of EU Supply PLC ("EU Supply") and
Mercell Holding AS ("Mercell") announced that they had reached
agreement on the terms of a recommended acquisition of EU Supply by
Mercell, which is intended to be implemented by way of a
court-sanctioned scheme of arrangement between EU Supply and the
Scheme Shareholders under Part 26 of the Companies Act, pursuant to
which Mercell will acquire, at Completion, the entire issued and to
be issued share capital of EU Supply.
Publication and posting of the Scheme Document
EU Supply is pleased to announce that the scheme document
containing, amongst other things, a letter from the Chairman of EU
Supply, an explanatory statement pursuant to section 897 of the
Companies Act 2006, the full terms and conditions of the
Transaction, an indicative timetable of principal events, notices
of the requirement meetings and details of the action to be taken
by EU Supply Shareholders (the "Scheme Document"), together with
the associated Forms of Proxy, are today being published and posted
to EU Supply Shareholders, EU Supply Convertible Loan Noteholders
and, for information only, to persons with information rights.
Action required
As detailed further in the Scheme Document, the Scheme is
subject to the Conditions. To become effective, the Scheme
requires, among other things, that the majority in number of the EU
Supply Shareholders present and voting (and entitled to vote)
either in person or by proxy, representing not less than 75 per
cent. in value of the EU Supply Shares held by such EU Supply
Shareholders vote in favour of the Scheme at the Court Meeting and
the Resolution at the General Meeting.
Notices convening the Court Meeting and the General Meeting,
each of which will be held at the offices of haysmcintyre, 10 Queen
Street, London, EC4R 1AG on 2 July 2019, are set out in 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 representation of EU Supply Shareholder opinion. EU Supply
Shareholders are therefore strongly urged to complete, sign and
return their Forms of Proxy or transmit a proxy instruction (either
electronically or through CREST) as soon as possible and, in any
event, by no later than 12.00 p.m. on 28 June 2019, in the case of
the Court Meeting, and by no later than 12.15 p.m. on 28 June 2019,
in the case of the General Meeting.
Holders of EU Supply Shares should carefully read the Scheme
Document in its entirety before making a decision with respect to
the Scheme.
Shareholder helpline
If EU Supply Shareholders have any questions relating to the
Scheme Document, the Court Meeting or the General Meeting, or the
completion and return of the Forms of Proxy, please contact EU
Supply's registrars, Neville Registrars, on +44 (0) 121 585 1131.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. to 5.00 p.m., Monday to Friday excluding public holidays in
England and Wales. Different charges may apply to calls from mobile
telephones and calls may be recorded and randomly monitored for
security and training purposes. The helpline cannot provide advice
on the merits of the Transaction nor give any financial, legal or
tax advice.
Timetable
The expected timetable of principal events is set out in the
appendix to this announcement. Subject to approval at the relevant
Shareholder Meetings, receipt of the Court sanction and the
satisfaction or waiver of the other Conditions set out in the
Scheme Document, the Scheme is expected to become Effective on 10
July 2019. If any of the key dates set out in the timetable change,
EU Supply will give notice of this change by issuing an
announcement through a Regulatory Information Service.
Defined terms used but not defined in this announcement have the
meaning given to them in the Scheme Document.
Enquiries:
EU Supply
Thomas Beergrehn, Chief Executive Tel: +44 20 7127
Officer 4545
Fredrik Wallmark, Chief Financial
Officer
Stockdale Securities (financial adviser,
nominated adviser and broker to EU
Supply)
Tom Griffiths Tel: +44 20 7601
6100
David Coaten
Mercell
Terje Wibe, Chief Executive Officer Tel: +47 908 379
98
Fredrik Eeg, Chief Financial Officer Tel: +47 908 333
78
Liberum (financial adviser to Mercell)
Karri Vuori Tel: +44 20 3100
2222
James Greenwood
Euan Brown
William Hall
Important notices
Stockdale Securities Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority is acting
exclusively as financial adviser to EU Supply and no one else in
connection with the Transaction, the contents of this announcement
or any other matters referred to in this announcement and will not
be responsible to anyone other than EU Supply for providing the
protections afforded to clients of Stockdale Securities Limited nor
for providing advice in relation to the Transaction, the contents
of this announcement or any other matters referred to in this
announcement.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority is acting
exclusively as financial adviser to Mercell and no one else in
connection with the Transaction, the contents of this announcement
or any other matters referred to in this announcement and will not
be responsible to anyone other than Mercell for providing the
protections afforded to clients of Liberum Capital Limited nor for
providing advice in relation to the Transaction, the contents of
this announcement or any other matters referred to in this
announcement.
Forward-looking statements
This announcement contains statements about the Mercell Group,
the EU Supply Group and the Enlarged Group 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",
"should", "continue", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects",
"ambition" 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, 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 the EU Supply Group's,
the Mercell Group's or the Enlarged Group's operations and
potential synergies resulting from the Transaction; and (iii) the
effects of government regulation on the EU Supply Group's, the
Mercell Group's or the Enlarged Group's business.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
assumptions and assessments made by Mercell and/or EU Supply in
light of their experience and their perception of historical
trends, current conditions, future developments and other factors
they believe appropriate. Many factors could cause actual results
to differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
Neither the EU Supply Group nor the Mercell Group assume any
obligation to update any forward-looking or other statements
contained herein, except as required by applicable law or
regulation.
Overseas Jurisdictions
The release, publication or distribution of this announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this announcement and
all other announcements and documentation relating to the
Transaction are not being, and must not be, released, published,
mailed or otherwise forwarded, distributed or sent in, into or from
any jurisdiction where to do so would violate the laws of that
jurisdiction or any Restricted Jurisdiction. Persons receiving such
announcements or documentation (including, without limitation,
nominees, trustees and custodians) should inform themselves of, and
observe, these restrictions. Failure to do so may constitute a
violation of the securities laws of any such jurisdiction. 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 vote their EU Supply Shares in respect of the
Scheme at the Court Meeting or to execute and deliver Forms of
Proxy appointing another to vote at the Court 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. To the
fullest extent permitted by applicable law, the companies involved
in the Transaction disclaim any responsibility or liability for the
violations of any such
restrictions by any person.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange
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 and regulations of
any jurisdictions outside England and Wales.
Unless otherwise determined by Mercell or required by the
Takeover 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.
The availability of the Transaction to EU Supply 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 legal or regulatory
requirements.
Further details in relation to the treatment of Overseas
Shareholders for the purpose of the Transaction will be contained
in the Scheme Document.
Notice to US Investors
US shareholders should note that the Scheme relates to the
shares of a UK company that is a "foreign private issuer" as
defined under Rule 3b-4 under the US Exchange Act of 1934, as
amended (the "US Exchange Act"), is subject to UK disclosure
requirements (which are different from those of the United States)
and is proposed to be made by means of a scheme of arrangement
provided for under English law. A transaction effected by means of
a scheme of arrangement for a foreign private issuer is not subject
to the proxy solicitation or tender offer rules under the US
Exchange Act. Accordingly, the Scheme is subject to the disclosure
requirements, rules and practices applicable in the UK to schemes
of arrangement, which differ from the requirements of US proxy
solicitation or tender offer rules. Financial information included
in the Scheme Document or other relevant documentation will have
been prepared, unless specifically stated otherwise, in accordance
with accounting standards applicable in the UK and Norway and thus
may not be comparable to the financial information of United States
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
US shareholders should be aware that the Transaction may have
tax consequences in the United States and under other applicable
tax laws and, that such consequences, if any, are not described
herein. Each EU Supply Shareholder is urged to consult his
independent professional adviser immediately regarding the tax
consequences of the Transaction applicable to him.
If Mercell elects to implement the Transaction by means of a
Takeover Offer, such Takeover Offer shall be made in compliance
with the procedural and filing requirements of the US securities
laws at that time, to the extent applicable thereto, including
Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Such Takeover Offer would be made in the US by Mercell and no one
else. Mercell, certain affiliated companies and the nominees or
brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in EU Supply outside such Takeover
Offer during the period in which such Takeover Offer would remain
open for acceptance. If such purchases or arrangements to purchase
were to be made they would be made outside the United States in
compliance with applicable law, including the US Exchange Act and
the Takeover Code.
No profit forecasts or 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 EU Supply for the current or future period
would necessarily match or exceed the historical published earnings
or earnings per share for EU Supply.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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) 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 Takeover 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(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 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 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 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.
Publication on website and availability of hard copies
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on EU Supply's website at
www.eu-supply.com/Website/InvestorRelations and Mercell's website
at https://www.mercell.com/en/105620654/-offer-for-eus.aspx by no
later than 12 noon on the Business Day following the date of this
announcement. For the avoidance of doubt, the content of those
websites is not incorporated into and do not form part of this
announcement.
EU Supply Shareholders may request a hard copy of this
announcement by contacting Neville Registrars on 0121 585 1131
(non-UK callers +44 121 585 1131) during business hours or by
submitting a request in writing to Neville Registrars at Neville
House, Steelpark Road, Halesowen, West Midlands B62 8HD. If you
have received this announcement in electronic form, copies of this
announcement will not be provided unless such a request is
made.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser, duly authorised under FSMA if you are resident in the
United Kingdom, or from another appropriately authorised
independent financial adviser.
APPIX: EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates
for implementation of the Scheme.
Event Time and/or date(1)
Latest time for lodging WHITE Forms of 12.00 p.m. on 28 June
Proxy and registering proxy appointments 2019(2)
electronically or through CREST for the
Court Meeting
Latest time for lodging YELLOW Forms of 12.15 p.m. on 28 June
Proxy and registering proxy appointments 2019(3)
electronically or through CREST for the
General Meeting
Voting Record Time 6.00 p.m. on 28 June
2019(4)
Court Meeting 12.00 p.m. on 2 July
2019
General Meeting 12.15 p.m. on 2 July
2019(5)
Certain of the following dates are subject to change (please see
note (1) below):
Court Hearing (to sanction the Scheme) 9 July 2019
Last day of dealings on AIM in, and for 9 July 2019
registration of transfers of, and disablement
in CREST of, EU Supply Shares
Scheme Record Time 6.00 p.m. on 9 July 2019
Suspension of trading on AIM and of dealings 7.30 a.m. on 10 July
in EU Supply Shares 2019
Expected Effective Date 10 July 2019
Cancellation of admission to trading 7.00 a.m. on 11 July
on AIM of EU Supply Shares 2019
Settlement of the consideration payable Within 14 days after
under the Transaction the Effective Date
Long Stop Date 30 November 2019(6)
Notes:
1 These times and dates are indicative only and will depend,
among other things, on the date on which: (i) the Conditions are
either satisfied, or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; and (iii) the Court Order sanctioning the
Scheme is delivered to the Registrar of Companies. EU Supply will
give notice of any change(s) to the above timetable by issuing an
announcement through a Regulatory Information Service and by
publishing such changes on its website at
www.eu-supply.com/Website/InvestorRelations and, if required by the
Panel, sending notice of the change(s) to EU Supply Shareholders,
EU Supply Convertible Loan Noteholders and, for information only,
to persons with information rights in EU Supply.
2 The WHITE Form of Proxy for the Court Meeting should be
received by Neville Registrars before 12.00 p.m. on 28 June 2019,
or, if the Court Meeting is adjourned, not later than 48 hours
(excluding any part of a day that is not a working day) before the
time fixed for the holding of the adjourned meeting. WHITE Forms of
Proxy not so received may be handed to a representative of Neville
Registrars or the Chairman of the Court Meeting at the Court
Meeting before the taking of the poll.
3 The YELLOW Form of Proxy for the General Meeting must be
lodged with Neville Registrars before 12.15 p.m. on 28 June 2019 in
order for it to be valid, or, if the General Meeting is adjourned,
not later than 48 hours (excluding any part of a day that is not a
working day) before the time fixed for the holding of the adjourned
meeting. The YELLOW Form of Proxy cannot be handed to a
representative of Neville Registrars or the Chairman of the General
Meeting at that meeting.
4 If a Shareholder Meeting is adjourned, only those Scheme
Shareholders (in the case of the Court Meeting) and EU Supply
Shareholders (in the case of the General Meeting) on the register
of members of EU Supply at 6.00 p.m. on a day which is not more
than 48 hours (excluding any part of a day that is not a working
day) before the time set for the adjourned meeting will be entitled
to attend and vote.
5 To commence at the time fixed or as soon thereafter as the
Court Meeting has concluded or been adjourned.
6 This is the last date on which the Scheme may become Effective
unless Mercell and EU Supply, with the consent of the Panel and, if
required, the approval of the Court, agree in writing a later
date.
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
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