TIDMMAYA
RNS Number : 1825F
MayAir Group PLC
16 February 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. THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
16 February 2018
RECOMMED GBP50 MILLION ACQUISITION
of
MAYAIR GROUP PLC
by
POLY GLORIOUS INVESTMENT COMPANY LIMITED
to be effected by means of a scheme of arrangement under Article
125 of the Companies (Jersey) Law 1991
Posting of Scheme Document
On 26 January 2018, the board of directors of Poly Glorious
Investment Company Limited ("Poly Glorious") announced that it had
reached agreement with the independent directors of MayAir Group
plc ("MayAir") on the terms of a recommended acquisition of MayAir
by Poly Glorious, pursuant to which Poly Glorious will acquire the
entire issued ordinary share capital of MayAir in consideration for
120 pence in cash for each Scheme Share, other than the Scheme
Shares held by the Management Shareholders. Management Shareholders
will receive Consideration Shares pro rata to their existing
shareholdings (excluding treasury shares) in MayAir representing,
in aggregate, 21.89 per cent. of the Enlarged Poly Glorious Share
Capital.
The Acquisition is to be implemented by way of a Scheme of
Arrangement under Part 18A of the Companies Law, which requires the
approval of Scheme Shareholders and the sanction of the Scheme by
the Court.
The boards of MayAir and Poly Glorious are pleased to announce
that the scheme document in relation to the Offer (the "Scheme
Document") is being posted to MayAir Shareholders today, setting
out, inter alia, the terms and conditions of the Acquisition, an
explanatory statement in compliance with Article 126 of the
Companies Law, an expected timetable of principal events, notices
of the Court Meetings and General Meeting and details of the
actions to be taken by MayAir Shareholders, together with the Forms
of Proxy for the Meetings.
For information purposes only, the Scheme Document will also be
made available to persons with information rights.
Terms and expressions used in this announcement shall (unless
the context otherwise requires) have the same meanings given to
them in the Scheme Document. Copies of this announcement and the
Scheme Document will be available (subject to certain restrictions
relating to persons in Restricted Jurisdictions (as defined below))
on MayAir's website (www.mayairgroup.com) and Poly Glorious's
website (www.poly-pgi.com) up to and including the Effective Date.
For the avoidance of doubt, the contents of those websites are not
incorporated into, and do not form part of, this announcement.
Notices of the Court Meetings and General Meeting
Before the Court's approval can be sought to sanction the
Scheme, the Scheme will require approval by the Management
Shareholders at the Court Meeting for Management Shareholders,
approval by Non-Management Shareholders at the Court Meeting for
Non-Management Shareholders and the passing of the Special
Resolution and the Management Shareholder Consideration Resolution
at the General Meeting.
The Court Meetings and the General Meeting will each be held at
offices of Bedell Cristin, 26 New Street, St. Helier, Jersey, JE2
3RA on 12 March 2018. The Court Meeting for Management Shareholders
will start at 2:30 p.m., the Court Meeting for Non-Management
Shareholders will start at 2:35 p.m. and the General Meeting will
start at 2:45 p.m. (or as soon thereafter as the Court Meetings
have been concluded or adjourned). The Court Hearing to seek the
Court's sanction of the Scheme will be held at the Royal Court of
Jersey, Royal Court Building, Royal Square, St Helier, Jersey JE1
1BA. It is anticipated that this hearing will be held on 19 March
2018.
It is important that, for the Court Meetings, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair and reasonable representation of the Scheme Shareholders'
opinion.
Subject to the approval of Scheme Shareholders, the sanction of
the Court and the satisfaction or waiver of the other Conditions,
it is expected that the Scheme will become effective on 20 March
2018.
Summary of irrevocable undertakings
In aggregate, irrevocable undertakings to vote in favour of the
Scheme at the Court Meeting for Non-Management Shareholders have
been received in respect of a total of 22,080,160 MayAir Shares,
representing approximately 67.37 per cent. of the MayAir Shares
eligible to vote at such Court Meeting in issue on 15 February 2018
(being the latest practicable date prior to the date of the Scheme
Document).
In aggregate, irrevocable undertakings to vote in favour of the
Scheme at the Court Meeting for Management Shareholders have been
received in respect of a total of 9,184,050 MayAir Shares,
representing 100.00 per cent. of the MayAir Shares eligible to vote
at such Court Meeting in issue on 15 February 2018 (being the
latest practicable date prior to the date of the Scheme
Document).
In aggregate, irrevocable undertakings to vote in favour of the
Special Resolution at the General Meeting have been received in
respect of a total of 31,264,210 MayAir Shares, representing
approximately 74.51 per cent. of the existing ordinary share
capital of MayAir in issue (excluding treasury shares) on 15
February 2018 (being the latest practicable date prior to the date
of the Scheme Document).
In addition, irrevocable undertakings to vote in favour of the
Management Shareholder Consideration Resolution to be proposed at
the General Meeting have been received in respect of a total of
6,354,910 MayAir Shares, representing approximately 37.27 per cent.
of the MayAir Shares held by Independent MayAir Shareholders
(excluding treasury shares) on 15 February 2018 (being the latest
practicable date prior to the date of the Scheme Document). The
Management Shareholders and the members of the Concert Party have
irrevocably undertaken not to vote (and to take all reasonable
steps to ensure that none of their associates will vote) on the
Management Shareholder Consideration Resolution.
Timetable
The expected timetable of principal events is attached as an
Appendix to this announcement. If any of the key dates set out in
the expected timetable change, an announcement will be made via a
Regulatory Information Service.
Enquiries:
MayAir Group plc
Yap Wee Keong, Chief Executive Tel: +60 3 8961
Officer 2908
Koh Tat Seng, Chief Financial www.mayairgroup.com
Officer
Allenby Capital Limited (Nominated Tel: +44 (0)
Adviser and Financial Adviser) 20 3328 5656
David Hart / David Worlidge / www.allenbycapital.com
James Reeve
Cantor Fitzgerald Europe (Broker) Tel: +44 (0)
20 7894 7000
Andrew Craig / Richard Salmond www.cantor.com
Buchanan
Henry Harrison-Topham / Victoria Tel: +44 (0)
Hayns / Gemma Mostyn-Owen 20 7466 5000
MayAir@buchanan.uk.com www.buchanan.uk.com
IMPORTANT NOTICES
Allenby Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser and nominated adviser to MayAir
and no one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than
MayAir for providing the protections afforded to clients of
Allenby, or for providing advice in connection with the Acquisition
or any other matter referred to in this Announcement.
Cantor Fitzgerald Europe, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively as broker to MayAir and no one else in connection with
the matters referred to in this Announcement and will not be
responsible to anyone other than MayAir for providing the
protections afforded to clients of Cantor Fitzgerald Europe, or for
providing advice in connection with the Acquisition or any other
matter referred to in this Announcement.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTED 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 Offer is being made solely through the Scheme Document,
which contains the full terms and conditions of the Offer,
including details of how to vote in respect of the Offer. Any vote
in relation to the Offer should be made only on the basis of the
information contained in the Scheme Document. MayAir Shareholders
are advised to read the Scheme Document carefully.
This Announcement has been prepared for the purpose of complying
with the laws of England and Wales, the laws of Jersey, the Code,
the Disclosure Guidance and Transparency Rules of the FCA, the AIM
Rules and the rules of the London Stock Exchange 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 England and Wales and
Jersey.
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 Jersey or who are subject to
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to overseas
shareholders are contained in the Scheme Document.
US investors in MayAir
The Acquisition relates to shares of a Jersey company and is
proposed to be effected by means of a scheme of arrangement under
the laws of Jersey. A transaction effected by means of a scheme of
arrangement is not subject to the proxy solicitation or tender
offer rules under the US Securities Exchange Act of 1934.
Accordingly, the Scheme is subject to the disclosure requirements,
rules and practices applicable in the Jersey to schemes of
arrangement, which differ from the requirements of the US proxy
solicitation and tender offer rules.
Restricted Jurisdictions
Unless otherwise determined by Poly Glorious 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.
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.
Copies of this Announcement and all documents relating to the
Acquisition 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 Acquisition (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 Acquisition to MayAir Shareholders who
are not resident in the United Kingdom or Jersey may be affected by
the laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom or Jersey should
inform themselves of, and observe, any applicable requirements.
Dealing 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 MayAir 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) MayAir 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
MayAir 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 MayAir or of any securities exchange offeror(s) must
make a Dealing Disclosure if the person deals in any relevant
securities of MayAir 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)
MayAir and (ii) any securities exchange offeror(s), 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 MayAir or a securities exchange
offeror, they will 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 MayAir and by
any offeror and Dealing Disclosures must also be made by MayAir, by
any offeror(s) 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 MayAir Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by MayAir Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from MayAir may be provided to Poly Glorious during
the offer period as requested under Section 4 of Appendix 4 of the
Code to comply with Rule 2.12(c).
Request for Hard Copy
In accordance with Rule 30.3 of the Code you may request a hard
copy of this Announcement (and any information incorporated by
reference in this Announcement) by contacting Allenby Capital
Limited on tel: +44 (0) 20 3328 5656 during business hours or by
submitting a request in writing to Allenby Capital Limited at 5 St
Helen's Place, London EC3A 6AB. 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 am - 5.30 pm, 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 Proposals nor
give any financial, legal or tax advice. It is important that you
note that unless you make a request, a hard copy of this
Announcement and any such information incorporated by reference in
it 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 Acquisition should be in hard copy form.
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Unless otherwise indicated, all references below are to London
times.
Event Time and/or
date
2018
Latest time for lodging Forms of
Proxy for the: 2.30 p.m.
Court Meeting for Management Shareholders on 8 March
(BLUE form)(1) 2.35 p.m.
Court Meeting for Non-Management on 8 March
Shareholders (BLUE form)(1) 2.45 p.m.
General Meeting (WHITE form) on 8 March
Voting Record Time for the Meetings(2) 6.00 p.m.
on 8 March
Court Meeting for Management Shareholders 2.30 p.m.
on 12 March
Court Meeting for Non-Management 2.35 p.m.
Shareholders on 12 March
General Meeting3 2.45 p.m.
on 12 March
The following dates are subject
to change4
Last day of dealings in, and registration 16 March
of transfers in CREST of, MayAir
Shares
Scheme Record Time 6.00 p.m.
on 16 March
MayAir Shares suspended from trading 7.30 a.m.
on AIM on 19 March
Court Hearing(5) 2.30 p.m.
on 19 March
Effective Date of the Scheme 20 March
Cancellation of admission to trading 7.00 a.m.
of, and dealings of, MayAir Shares on 20 March
on AIM
Reorganisation Record Time 7.00 a.m.
on 20 March
Despatch of cheques and crediting within 14
of CREST accounts for days of the
Cash Consideration due under the Effective
Scheme Date
Allotment and issue of the Consideration within 14
Shares in respect of the days of the
Management Shareholder Consideration Effective
Date
The date by which the Scheme must 17 April
become unconditional
and effective, failing which it
will lapse(6)
Notes
1. The BLUE Form of Proxy for the Court Meetings may
alternatively be handed to the Registrar on behalf of the Chairman
of the Court Meetings at the start of the Court Meeting which you
are entitled to attend.
2. If any of the Meetings are adjourned by more than 48 hours,
then the Voting Record Time for the reconvened Meeting will be 6.00
p.m. on the day which is two Business Days before such reconvened
Meeting.
3. If both the Court Meetings have not been concluded or
adjourned prior to the scheduled commencement of the General
Meeting, the commencement of the General Meeting will be delayed
until both the Court Meetings have been concluded or adjourned.
4. The dates and times above are indicative only and will
depend, amongst other things, on the date on which: (i) the
Conditions are either satisfied or waived (to the extent they are
capable of being waived); (ii) the Court sanctions the Scheme; and
(iii) the Scheme is delivered to the Registrar of Companies in
Jersey. If any of the expected dates change, MayAir will give
adequate notice of any change by issuing an announcement through a
Regulatory Information Service.
5. All MayAir Shareholders have the right to attend the Court
Hearing in person or by proxy to support or approve the Scheme.
6. This date may be extended by agreement between Poly Glorious
and MayAir with the consent of the Panel and (if required) the
approval of the Court.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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