TIDMPIRI TIDMTERN
RNS Number : 5218Q
Pires Investments PLC
28 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
28 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
Publication and posting of the Scheme Document and proposed
Delisting from AIM
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.
Publication and posting of the Scheme Document
The Tern Directors and Pires Directors are pleased to announce
that the scheme document in relation to the Scheme (the "Scheme
Document"), together with the associated Forms of Proxy, will be
published and posted to Pires Shareholders (other than to Pires
Shareholders in certain Restricted Jurisdictions) today. For
information purposes only, the Scheme Document will also be sent,
or made available, to holders of Pires Warrants and persons with
information rights. The Scheme Document contains, inter alia, the
full terms and conditions of the Scheme, a letter from John May, a
Non-Executive Director of Pires, an explanatory statement pursuant
to section 897 of the Companies Act 2006, an expected timetable of
principal events, notices of the Court Meeting and the General
Meeting and details of the actions to be taken by Pires
Shareholders entitled to vote at the Court Meeting and/or the
General Meeting. As described in the Scheme Document, to become
Effective, the Scheme will also require, amongst other things, the
approval of Pires Shareholders at the Court Meeting and the passing
of the Special Resolution at the General Meeting.
The Pires Directors, who have been so advised by Cairn as to the
financial terms of the Acquisition, unanimously consider the terms
of the Acquisition to be fair and reasonable. In providing its
advice to the Pires Directors, Cairn has taken into account the
commercial assessments of the Pires Directors. Cairn is providing
independent financial advice to the Pires Directors for the
purposes of Rule 3 of the Code.
Notice of Shareholders Meetings
The Court Meeting and the General Meeting are scheduled to be
held as virtual meetings on 21 July 2022 with the Court Meeting
scheduled to commence at 11.00 a.m. (London time) and the General
Meeting scheduled to commence at 11.10 a.m. (London time) (or as
soon thereafter as the Court Meeting is concluded or adjourned).
Notices of the Court Meeting and the General Meeting are set out in
Part Ten and Part Eleven of the Scheme Document respectively.
To make the Court Meeting and the General Meeting as efficient
as possible, Pires will hold the Court Meeting and the General
Meeting as virtual meetings in accordance with the powers in its
Articles of Association. Pires Shareholders will be able to
participate and vote in the Meetings electronically through a
virtual meeting platform, further details of which are set out in
the Scheme Document in the section entitled "Action to be Taken"
and in paragraph 7 of Part Two (Explanatory Statement).
Subject to the requisite approval of Pires Shareholders at the
Court Meeting and the General Meeting and the sanction of the
Scheme by the Court, respectively, and the satisfaction or waiver
(if capable of waiver) of the other Conditions set out in the
Scheme Document, the Scheme is expected to become Effective on or
around 29 July 2022.
Pires Shareholders are asked to complete and sign the Forms of
Proxy in accordance with the instructions printed on them and
return them, either: (i) by post; or (ii) during normal business
hours only, by hand, to the Registrar, at Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY,
United Kingdom so as to be received as soon as possible and in any
event not later than the relevant times set out below:
BLUE Forms of Proxy for the Court Meeting 11.00 a.m. on 19 July 2022
YELLOW Forms of Proxy for the General Meeting 11.10 a.m. on 19 July 2022
or, if the Court Meeting or General Meeting is adjourned, the
relevant Form of Proxy should be received not later than 48 hours
before the time fixed for the adjourned Meeting.
If the BLUE Form of Proxy for the Court Meeting is not returned
by the above time, it may be sent by email to
externalproxyqueries@computershare.co.uk before the start of the
Court Meeting. However, if the YELLOW Form of Proxy for the General
Meeting is not returned so as to be received by the above time, it
will be invalid.
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 and reasonable representation of Scheme Shareholder opinion.
Pires Shareholders are therefore strongly urged to complete, sign
and return their Forms of Proxy via post or email, or appoint a
proxy electronically through CREST as soon as possible.
Cancellation of admission of Pires Shares to trading on AIM
If the Scheme becomes Effective in accordance with its terms, it
is currently expected that trading on AIM of Pires Shares will be
suspended at 7.30 a.m. (London time) on 29 July 2022 and
subsequently cancelled from admission to trading on AIM at 7.00
a.m. (London time) on 1 August 2022.
Expected Timetable of Principal Events
A detailed timetable of events for the Scheme is set out in the
appendix to this announcement. These dates are indicative only and
will depend, amongst other things, on the date on which the Court
sanctions the Scheme. If the expected dates change, the Company
will give notice of the changes in an announcement through a
Regulatory Information Service.
Publication of the Scheme Document
Copies of the Scheme Document are available for inspection
during normal business hours on any business day at the offices of
Pires at 9(th) Floor, 107 Cheapside, London EC2V 6DN, United
Kingdom, up to and including the Effective Date.
Words and expressions defined in the Scheme Document 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, publica ti on or distribu ti on of this
announcement in or into jurisdic ti ons 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 restric ti ons may cons ti tute a viola ti on of the
securi ti es laws of such jurisdic ti on. To the fullest extent
permi tt ed by applicable law, the companies and persons involved
in the Acquisi ti on disclaim any responsibility or liability for
the viola ti on of such restric ti ons by any person. Neither this
announcement nor any of the documents referred to herein do or are
intended to cons ti tute or form part of any offer or invita ti on
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securi ti es or the solicita ti on of any vote or
approval pursuant to the Scheme or otherwise, in any jurisdic ti on
in which such offer, invita ti on or solicita ti on 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
informa ti on 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 jurisdic ti ons outside of England and
Wales.
Unless otherwise determined by Tern or required by the Code, and
permi tt ed by applicable law and regula ti on, the Acquisi ti on
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdic ti on where to do so would violate the
laws in that jurisdic ti on and no person may vote in favour of the
Acquisi ti on by any such use, means, instrumentality or form
within a Restricted Jurisdic ti on or any other jurisdic ti on if
to do so would cons ti tute a viola ti on of the laws of that
jurisdic ti on. Accordingly, copies of the this announcement and
all documents relating to the Acquisi ti on are not being, and must
not be, directly or indirectly, mailed, transmi tt ed or otherwise
forwarded, distributed or sent in or into or from any Restricted
Jurisdic ti on or any other jurisdic ti on where to do so would
constitute a violation of the laws of that jurisdic ti on, 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
Jurisdic ti on. Doing so may render invalid any related vote in
respect of the Acquisi ti on.
The availability of the New Tern Shares under the Acquisi ti on
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 jurisdic ti ons
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 Mee ti ngs, or to execute and
deliver Forms of Proxy appoin ti ng another to vote at the Mee ti
ngs on their behalf). The New Tern Shares may not be offered, sold
or delivered, directly or indirectly in, into or from any
Restricted Jurisdic ti on or to, or for the account or benefit of,
any Restricted Persons except pursuant to an applicable exemp ti on
from, or in a transac ti on not subject to, applicable securi ti es
laws of those jurisdic ti ons, or otherwise permi tt ed under
applicable securi ti es laws of those jurisdic ti ons.
APPIX
Expected timetable of principal events
The following dates and times associated with the Scheme are
subject to change and will depend on, inter alia, the date on which
the Conditions to the Scheme are satisfied or, if capable of
waiver, waived, and the date on which the Court sanctions the
Scheme. Pires will, once known, give adequate notice of all of
these dates and times by issuing an announcement through a
Regulatory Information Service, and such announcement will be made
available on Pires's website at www.piresinvestments.com . Further
updates and changes to these times will be notified in the same
way.
Event Time and/or date
Latest time for lodging Forms of Proxy and registering proxy
appointments through CREST for the:
Court Meeting (BLUE Form of Proxy) 11.00 a.m. on 19 July
2022(1)
General Meeting (YELLOW Form of Proxy) 11.10 a.m. on 19 July
2022(2)
Voting Record Time for the Court Meeting and the General
Meeting close of business on 19 July 2022(3)
Court Meeting 11.00 a.m. on 21 July 2022
General Meeting 11.10 a.m. on 21 July 2022(4)
The following dates are indicative only and are subject to
change(5)
Expected date of the Tern General Meeting 21 July 2022
Last day of dealings in, or for registration of transfers of, a
date expected to be in the third quarter of
Pires Shares 2022, subject to regulatory clearances (and in
any event prior to the Long Stop Date)
("D")
Court Hearing to sanction the Scheme 28 July 2022
Scheme Record Time 6.00 p.m. on 28 July 2022
Expected Effective Date of the Scheme 29 July 2022
Suspension of trading, and dealings, in Pires Shares 7.30 a.m.
on 29 July 2022
Cancellation of admission to trading of Pires Shares
on AIM 7.00 a.m. on 1 August 2022
New Tern Shares issued to Pires Shareholders By 8.00 a.m. on 1
August 2022
Admission and commencement of dealings in New
Tern Shares 8.00 a.m. on 1 August 2022
CREST accounts of Pires Shareholders credited On or after 8.00
a.m. on 1 August
with New Tern Shares but no later than 14 days after the
Effective Date
Latest date for despatch of share certificates for New Tern
Shares for those Pires Shareholders who do not hold
their Pires Shares in CREST Within 14 days from the Effective
Date
Long Stop Date 11.59 p.m. on 30 September 2022(6)
Notes :
(1) It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged not later than 48 hours before the time appointed
for the Court Meeting or if the Court Meeting is adjourned, the
time fixed for any adjourned Court Meeting, excluding any part of a
day that is not a Business Day. BLUE Forms of Proxy not so lodged
may be emailed to externalproxyqueries@computershare.co.uk before
the start of the Court Meeting.
(2) YELLOW Forms of Proxy for the General Meeting must be lodged
not later than 48 hours before the time appointed for the General
Meeting, or if the General Meeting is adjourned, the time fixed for
any adjourned General Meeting excluding any part of a day that is
not a Business Day. YELLOW Forms of Proxy for the General Meeting
not lodged by this time will be invalid.
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day which is two Business Days
before the date of the adjourned meeting.
(4) The General Meeting will be held as soon as the Court
Meeting shall have concluded or been adjourned.
(5) These dates are indicative only and will depend, inter alia,
on the date upon which: (i) the Conditions are satisfied or (if
capable of waiver) waived; (ii) the Court sanctions the Scheme; and
(iii) the Court Order is delivered to the Registrar of
Companies.
(6) This is the latest date by which the Scheme may become
Effective unless Tern and Pires agree (and the Panel and, if
required, the Court permit) a later date.
All references in this appendix to times are to London time
unless otherwise stated. The dates and times given are indicative
only and are based on Pires's current expectations and may be
subject to change (including as a result of changes to the
regulatory timetable). If any of the expected times and/or dates
above change, the revised times and/or dates will be notified to
Pires Shareholders by announcement through a Regulatory Information
Service with such announcement being made available on Pires's
website at www.piresinvestments.com and on Tern's website at
www.ternplc.com .
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