TIDMPIRI TIDMTERN
RNS Number : 6128P
Pires Investments PLC
21 June 2022
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.
FOR IMMEDIATE RELEASE
21 June 2022
Recommended All Share Offer
for
Pires Investments plc ( " Pires " )
by
Tern plc ( " Tern " )
to be implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006
Update on Irrevocable Undertaking
On 1 June 2022 , it was announced that the Tern Directors and
Pires Directors had reached agreement on the terms of a recommended
all-share offer by Tern for the issued and to be issued share
capital of Pires, to be effected by means of a court-sanctioned
scheme of arrangement (the "Scheme") between Pires and Pires
Shareholders under Part 26 of the Companies Act (the
"Announcement").
The Announcement stated that RiverFort Global Opportunities plc
("RGO") had irrevocably undertaken to, or to direct (and to use all
reasonable endeavours to procure that) its nominees to, vote in
favour of the Scheme at the Court Meeting (or in the event that the
acquisition is implemented by way of a takeover offer (as defined
in Part 28 of the Companies Act 2006) to accept or procure the
acceptance of such offer) in respect of their beneficial holdings
totalling 30,914,193 Pires Shares (representing in aggregate
approximately 19.23 per cent. of Pires' issued share capital as at
the 31 May 2022, being the latest practicable date before the
Announcement), and that the irrevocable undertaking also included
up to 4,814,200 further Pires Shares held under warrants which may
be exercised prior to the date of the Court Meeting.
As announced today, Pires has allotted and issued a total of
4,939,200 Pires Shares following exercise of warrants over Pires
Shares at an exercise price of 4 pence per warrant, of which
4,814,200 Pires Shares were allotted and issued to RGO on the
exercise of its warrants over Pires Shares.
Pires is therefore pleased to announce that the irrevocable
undertaking given by RGO to vote, or to direct (and to use all
reasonable endeavours to procure that) its nominees to vote, in
favour of the Scheme at the Court Meeting (or in the event that the
acquisition is implemented by way of a takeover offer (as defined
in Part 28 of the Companies Act 2006) to accept or procure the
acceptance of such offer) is now in respect of their beneficial
holdings of 35,728,393 Pires Shares representing 21.48 per cent. of
Pires's issued share capital as at the date of this announcement.
Save as set out in this announcement, the terms of the irrevocable
undertaking are unchanged and as described in the Announcement.
Words and expressions defined in the Announcement shall, unless
the context provides otherwise, have the same meanings in this
announcement.
Enquiries:
Pires Investments plc +44 (0) 20 3368
Nicholas Lee, Non-Executive Director 8961
Cairn Financial Advisers LLP
Financial Adviser, Rule 3 Adviser and Nominated
Adviser to Pires +44 (0) 20 7213
James Lewis / Liam Murray / Ludovico Lazzaretti 0880
Peterhouse Capital Limited
Joint Broker to Pires +44 (0) 20 7469
Duncan Vasey / Lucy Williams 0935
Tennyson Securities
Joint Broker to Pires +44 (0) 20 3167
Peter Krens 7221
Yellow Jersey PR
PR advisers to Pires
Sarah Hollins / Henry Wilkinson / Annabelle
Wills +44 (0) 20 3004 9512
Tern plc via IFC Advisory
Al Sisto, Chief Executive Officer
Sarah Payne, Chief Financial Officer
Allenby Capital Limited
Financial Adviser, Nominated Adviser and
Broker to Tern
David Worlidge / Alex Brearley / Freddie
Wooding (Corporate Finance) +44 (0) 20 3328
Matt Butlin (Sales and Corporate Broking) 5656
IFC Advisory +44 (0) 20 3934
PR advisers to Tern 6630
Tim Metcalfe / Graham Herring / Florence tern@investor-focus.co.uk
Chandler
Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal
adviser to Pires.
Reed Smith LLP is acting as legal adviser to Tern.
Important notices
Neither this announcement nor any of the documents referred to
herein do or are intended to constitute or form part of any offer
or invitation to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any
vote or approval pursuant to the Scheme or otherwise, in any
jurisdiction in which such offer, invitation or solicitation is
unlawful, nor shall there be any sale of any securities in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
The release, publication or distribution of this announcement
and/or any of the documents referred to herein (in whole or in
part) 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 comes should inform
themselves about, and observe, any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction.
Cairn, which is authorised and regulated by the FCA in the UK,
is acting as financial adviser and Rule 3 adviser exclusively for
Pires and no one else in connection with the Acquisition and the
matters set out in this announcement and will not be responsible to
any person other than Pires for providing the protections afforded
to clients of Cairn, nor for providing advice in relation to the
Acquisition, the content of this announcement or any matter
referred to herein. Cairn's responsibilities as Pires' Nominated
Adviser under the AIM Rules for Companies and AIM Rules for
Nominated Advisers are owed solely to London Stock Exchange and no
other person. Cairn has not authorised and is not making any
representation or warranty, express or implied, as to the contents
of this announcement.
Allenby Capital, which is authorised and regulated by the FCA in
the UK, is acting as financial adviser, nominated adviser and joint
broker exclusively for Tern and no one else in connection with the
Acquisition and this announcement and will not be responsible to
anyone other than Tern for providing the protections afforded to
clients of Allenby Capital or for providing advice in relation to
the Acquisition, the content of this announcement or any matter
referred to herein. Allenby Capital's responsibilities as Tern's
Nominated Adviser under the AIM Rules for Companies and AIM Rules
for Nominated Advisers are owed solely to London Stock Exchange and
no other person. Allenby Capital has not authorised and is not
making any representation or warranty, express or implied, as to
the contents of this announcement.
Cairn and Allenby Capital urge Pires Shareholders to read the
Scheme Document carefully when it becomes available because it will
contain important information in relation to the Acquisition, the
New Tern Shares and the Enlarged Group, and to take appropriate
advice. Any action in relation to the Acquisition or related
matters 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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 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, 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 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.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Offer, and other information published by Pires and Tern contain
certain forward-looking statements, beliefs or opinions with
respect to the financial condition, results of operations and
business of the Wider Pires Group and the Tern Group. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts.
Forward-looking statements may often, but not always, be
identified by the use of forward-looking terms such as "may",
"will", "expects", "believes", "hopes", "anticipates", "aims",
"plans", "estimates", "projects", "targets", "intends",
"forecasts", "outlook", "impact", "potential", "confidence",
"improve", "continue", "optimistic", "deliver", "comfortable",
"trend", "seeks" or variations of such words and phrases or
statements that certain actions, events or results "could",
"should", "would" or "might" be taken, occur or be achieved or the
negative of such terms or other variations on such terms or
comparable terminology.
Such statements are qualified in their entirety by the inherent
risks and uncertainties surrounding future expectations. These
statements are based on assumptions and assessments made by Pires
and/or Tern, as the case may be, in light of their experience and
their perception of historical trends, current conditions, future
developments and other factors that 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 that
could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking
statements are unknown.
Although it is believed that the expectations reflected in such
forward-looking statements were reasonable at the time the
statements were made, no assurance is given by Pires and/or Tern
that such expectations or the assumptions and assessments
underlying them will prove to have been correct and the
circumstances may change. You are, therefore, cautioned not to
place undue reliance on these forward-looking statements. Neither
Pires nor Tern assumes any obligation, and Pires and Tern disclaim
any intention or 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 or regulation.
Save as specifically stated in this announcement, any such
forward-looking statements have not been reviewed by the auditors
of Pires or Tern or their respective financial advisers. Such
forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. There are many 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 is the
satisfaction of any conditions to the Offer, as well as additional
factors such as changes in global, political, economic, business,
competitive, market and regulatory forces (including as a result of
governmental, business or individual responses to the COVID-19
pandemic and any variant thereof), future exchange and interest
rates, changes in tax rates and future business combinations or
dispositions. Such forward looking statements should, therefore, be
construed in the light of such factors. Neither Pires nor Tern, nor
any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur.
No Profit Forecasts or Estimates
No statement in this announcement (including any statement of
estimated synergies) 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 or dividend
per share for Tern, Pires or the Enlarged Group, as appropriate,
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share
or dividend per share for Tern, Pires or the Enlarged Group, as
appropriate.
Publication on websites
Pursuant to Rule 26.1 of the Code, a copy of this announcement
and other documents in connection with the Acquisition will,
subject to certain restrictions, be available for inspection on
Tern's website at www.ternplc.com and on Pires' website at
www.piresinvestments.com no later than 12 noon (London time) on the
business day following this announcement. The contents of the
websites referred to in this announcement are not incorporated
into, and do not form part of, this announcement.
Rounding
Certain figures included in the Document have been subjected to
rounding adjustments. Accordingly, figures shown for the same
category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures that precede them.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Pires Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Pires may be provided to Tern during the Offer
Period as requested under Section 4 of Appendix 4 of the Code to
comply with Rule 2.11(c) of the Code.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
such 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. Neither this announcement nor any of
the documents referred to herein do or are intended to constitute
or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval pursuant to
the Scheme or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful. The Scheme Document and the
accompanying Forms of Proxy have been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange,
the AIM Rules and the 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 of England and Wales.
Unless otherwise determined by Tern 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.
Accordingly, copies of the this announcement and all documents
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed, transmitted or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
or any other jurisdiction where to do so would constitute a
violation of the laws of that jurisdiction, and persons receiving
such documents (including agents, custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
such documents in or into or from any Restricted Jurisdiction.
Doing so may render invalid any related vote in respect of the
Acquisition.
The availability of the New Tern Shares under the Acquisition to
Pires Shareholders who are not resident in the United Kingdom or
the ability of those persons to hold such shares may be affected by
the laws or regulatory requirements of the relevant jurisdictions
in which they are resident (which may affect the ability of such
Pires Shareholders to vote their Pires Shares with respect to the
Scheme and the Acquisition at the Meetings, or to execute and
deliver Forms of Proxy appointing another to vote at the Meetings
on their behalf). The New Tern Shares may not be offered, sold or
delivered, directly or indirectly in, into or from any Restricted
Jurisdiction or to, or for the account or benefit of, any
Restricted Persons except pursuant to an applicable exemption from,
or in a transaction not subject to, applicable securities laws of
those jurisdictions, or otherwise permitted under applicable
securities laws of those jurisdictions.
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END
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