TIDMZPG
RNS Number : 7701N
Silver Lake Management Co V, LLC
11 May 2018
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 SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
11 May 2018
RECOMMED CASH ACQUISITION
of
ZPG Plc ("ZPG")
by
Zephyr Bidco Limited ("Bidco")
a wholly-owned indirect subsidiary of funds managed by
Silver Lake Management Company V, LLC ("Silver Lake")
Summary
-- The boards of Bidco and ZPG are pleased to announce that they
have reached agreement on the terms of a recommended cash
acquisition of the entire issued and to be issued ordinary share
capital of ZPG by Bidco. The Acquisition is to be effected by means
of a scheme of arrangement under Part 26 of the Companies Act.
-- Under the terms of the Acquisition, Scheme Shareholders shall be entitled to receive:
for each Scheme Share: 490 pence in cash
-- The Acquisition represents an attractive premium of approximately:
o 43 per cent. to the volume weighted average price per ZPG
Share of 343.0 pence for the three month period ended 10 May 2018
(being the latest practicable date prior to publication of this
Announcement);
o 38 per cent. to the volume weighted average price per ZPG
Share of 354.7 pence for the one month period ended 10 May 2018
(being the latest practicable date prior to publication of this
Announcement);
o 31 per cent. to the closing price per ZPG Share of 375.2 pence
on 10 May 2018 (being the latest practicable date prior to
publication of this Announcement); and
o 24 per cent. to the all-time high closing price per ZPG Share
of 394.0 pence on 7 March 2017.
-- The Acquisition values the entire issued ordinary share
capital of ZPG at approximately GBP2.2 billion on a fully diluted
basis.
-- Bidco has received an irrevocable undertaking from DMGZ
(being a group company of Daily Mail and General Trust plc and
ZPG's largest shareholder) to vote in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the General
Meeting in respect of its entire beneficial holding of ZPG
Shares.
-- If any dividend or other distribution is authorised,
declared, made or paid in respect of ZPG Shares on or after the
date of this Announcement, Bidco reserves the right to reduce the
Acquisition Price by the aggregate amount of such dividend or other
distribution.
Information on ZPG
-- ZPG owns and operates some of the UK's most trusted digital
brands that help empower smarter property and household decisions,
including Zoopla, uSwitch, Money, PrimeLocation and SmartNewHomes.
ZPG is also one of the leading residential property data and
software providers with a range of products including Hometrack,
Calcasa, TechnicWeb, Ravensworth, Alto, Jupix, ExpertAgent,
PropertyFile and MoveIT. ZPG's websites and apps attract over 50
million visits per month and over 25,000 business partners use our
services. ZPG was founded in 2007 and has a highly experienced
management team, led by Founder & CEO, Alex Chesterman OBE.
-- Over the latest financial year, ZPG reported that it has made
significant progress towards its mission of being the platform of
choice for consumers and partners engaged in property and household
decisions. Its audience continued to grow and remains highly
engaged with a record 648 million visits to its websites, of which
72% were via mobile devices. ZPG continued to attract a focused,
transaction-ready audience to the uSwitch website with account
sign-ups increasing by 60% to 1.9 million at the end of the last
financial year. In addition, uSwitch's mobile app won numerous
awards during the period including 'Most innovative use of mobile'
and 'Best app' at the MOMA Awards and 'Best use of mobile' at the
DADI Awards. The cross-sell opportunity to ZPG's property partners
has also been significantly enhanced through the acquisitions of
TechnicWeb, Hometrack, ExpertAgent, Ravensworth and PSG. ZPG now
offers best-in-class marketing, software and data services to its
partners.
ZPG recommendation
-- The ZPG Directors, who have been so advised by Credit Suisse
and Goldman Sachs as to the financial terms of the Acquisition,
consider the terms of the Acquisition to be fair and reasonable. In
providing their advice to the ZPG Directors, Credit Suisse and
Goldman Sachs have taken into account the commercial assessments of
the ZPG Directors.
-- Accordingly, the ZPG Directors intend to recommend
unanimously that ZPG Shareholders vote in favour of the Scheme at
the Court Meeting and the resolutions to be proposed at the General
Meeting as the ZPG Directors have irrevocably undertaken to do in
respect of their own beneficial holdings of 5,097,583 ZPG Shares
representing, in aggregate, approximately 1.16 per cent. of the
ordinary share capital of ZPG in issue on 10 May 2018 (being the
latest practicable date prior to this Announcement).
Irrevocable undertakings
-- Bidco has received an irrevocable undertaking from DMGZ
(being a group company of Daily Mail and General Trust plc and
ZPG's largest shareholder) to vote in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the General
Meeting in respect of its entire beneficial holding of 130,953,293
ZPG Shares, representing approximately 29.87 per cent. of ZPG's
issued ordinary share capital at close of business on 10 May 2018
(being the latest practicable date prior to publication of this
Announcement).
-- Bidco has also received irrevocable undertakings from each of
the ZPG Directors to vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the General Meeting
in respect of their aggregate holding of 5,097,583 ZPG Shares,
representing approximately 1.16 per cent. of ZPG's issued ordinary
share capital at close of business on 10 May 2018 (being the latest
practicable date prior to publication of this Announcement).
-- Bidco has therefore received irrevocable undertakings in
respect of a total of 136,050,876 ZPG Shares representing, in
aggregate, approximately 31.03 per cent. of ZPG's ordinary share
capital in issue on 10 May 2018 (being the latest practicable date
prior to this Announcement).
Information on Bidco
-- Bidco is a wholly-owned indirect subsidiary of funds managed
by Silver Lake. Silver Lake is the world's leading investment firm
focused on technology and technology-enabled businesses, with
around $39 billion in assets under management. Silver Lake acts as
a strategic participant in the technology industry, with an
unparalleled network of relationships built over nearly two decades
and a portfolio of market-leading technology companies that, in
aggregate, generate over $170 billion of annual revenue and employ
over 340,000 people.
-- Each of Westhorpe and PSP will subscribe for a minority
indirect interest in Bidco. Other potential investors may take
indirect minority interests in Bidco during the offer period.
Timetable and Conditions
-- The Acquisition shall be put to ZPG Shareholders at the Court
Meeting and at the General Meeting. In order to become effective,
the Scheme must be approved by a majority in number of the Scheme
Shareholders voting at the Court Meeting, either in person or by
proxy, representing at least 75 per cent. in value of the Scheme
Shares voted. In addition, a special resolution implementing the
Scheme must be passed by ZPG Shareholders representing at least 75
per cent. of votes cast at the General Meeting.
-- The Acquisition is subject to the further conditions and
terms set out in Appendix I to this Announcement, including the
receipt of merger control approval from the European Commission and
the FCA having approved (or being treated as having approved) the
acquisition of the control of ZPG. It is expected that the Scheme
will become effective as soon as practicable, anticipated to be
during the third quarter of 2018.
-- The Scheme Document, containing further information about the
Acquisition and notices of the Court Meeting and the General
Meeting shall be published as soon as practicable. The Court
Meeting and the General Meeting are expected to be held on or
around 18 June 2018.
-- ZPG expects to publish its results for the half year ended 31
March 2018 at 7.00 a.m. on 23 May 2018.
Commenting on the Acquisition, Alex Chesterman, Founder &
CEO of ZPG, said:
"Silver Lake is the global leader in technology investing and I
am firmly of the belief that ZPG will benefit from their technology
expertise and global network which will help accelerate our growth.
In 2008, we transformed the property portal landscape with the
introduction of a highly differentiated proposition providing data
and delivering transparency to empower consumers to make smarter
property decisions. Since its IPO in 2014, ZPG has evolved and
diversified as we have made significant progress in becoming the
platform of choice for consumers and partners engaged in property
and household decisions. The terms of the Acquisition represent an
attractive premium that recognises the quality of ZPG's businesses
and the strength of its future prospects and allows shareholders to
realise today in cash the potential future value of their holdings.
I am very excited about the opportunity this offers to our
employees, customers and partners as we move to the next stage of
ZPG's development and growth."
Commenting on the Acquisition, Simon Patterson, Managing
Director, Silver Lake, said:
"ZPG is a great growth technology company. It has established
strong positions in property classifieds, home and financial
services markets by innovating in product and marketing. We are
delighted to partner with Alex Chesterman, one of Europe's leading
and most accomplished technology entrepreneurs, to invest in ZPG's
continued growth."
This summary should be read in conjunction with the full text of
this Announcement. The Acquisition shall be subject to the
Conditions and further terms set out in Appendix I to this
Announcement and to the full terms and conditions which shall be
set out in the Scheme Document. Appendix II to this Announcement
contains the sources of information and bases of calculations of
certain information contained in this Announcement, Appendix III
contains a summary of the irrevocable undertakings received in
relation to this Acquisition and Appendix IV contains definitions
of certain expressions used in this summary and in this
Announcement.
Enquiries:
ZPG
+44(0) 203 8725
658
+44(0) 203 8725
Ned Staple, General Counsel and Company Secretary 653
Lawrence Hall, Director of Communications +44(0) 203 8725
Rachael Malcolm, Head of Investor Relations 648
Credit Suisse (Lead Financial Adviser and
Corporate Broker to ZPG)
Gillian Sheldon
Joe Hannon
Lewis Burnett +44(0) 20 7888
Chris Cottrell 8888
Goldman Sachs (Lead Financial Adviser to ZPG)
Anthony Gutman
Chris Emmerson
Alex Garner +44(0) 20 7774
Jamie Hay 1000
Maitland (PR Adviser to ZPG)
James Isola +44(0) 20 7379
Joanna Davidson 5151
Robey Warshaw (Financial Adviser to Silver
Lake and Bidco)
Simon Robey +44(0) 20 7317
Philip Apostolides 3900
Connaught (Financial Adviser to Silver Lake
and Bidco)
Ian Osborne
Alex Usher-Smith
Brunswick Group (PR Adviser to Silver Lake +44 (0) 20 7042
and Bidco) 8097
Chris Blundell +44(0) 20 7404
Nina Coad 5959
Freshfields Bruckhaus Deringer LLP are retained as legal adviser
to ZPG. Simpson Thacher & Bartlett LLP are retained as legal
adviser to Silver Lake and Bidco. Proskauer Rose (UK) LLP are
retained as legal adviser to Westhorpe. Linklaters LLP are retained
as legal adviser to PSP.
Jefferies is also acting as financial adviser and corporate
broker to ZPG in relation to the Acquisition.
Lazard & Co., Limited is acting as financial adviser to DMGZ
in relation to the Acquisition.
Important Notice
Robey Warshaw LLP ("Robey Warshaw"), which is authorised and
regulated in the UK by the Financial Conduct Authority, is acting
exclusively as financial adviser to Bidco and Silver Lake and no
one else in connection with the Acquisition and shall not be
responsible to anyone other than Bidco and Silver Lake for
providing the protections afforded to clients of Robey Warshaw nor
for providing advice in connection with the Acquisition or any
matter referred to in this Announcement.
Connaught (UK) Limited ("Connaught"), which is authorised and
regulated in the UK by the Financial Conduct Authority, is acting
exclusively as financial adviser to Bidco and Silver Lake and no
one else in connection with the Acquisition and shall not be
responsible to anyone other than Bidco and Silver Lake for
providing the protections afforded to clients of Connaught nor for
providing advice in connection with the Acquisition or any matter
referred to in this Announcement.
Credit Suisse International ("Credit Suisse"), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the UK, is acting as lead financial adviser
exclusively for ZPG and no one else in connection with the matters
set out in this Announcement and will not be responsible to any
person other than ZPG for providing the protections afforded to
clients of Credit Suisse, nor for providing advice in relation to
the content of this announcement or any matter referred to herein.
Neither Credit Suisse nor any of its subsidiaries, branches or
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 Credit Suisse in connection with this announcement, any
statement contained herein or otherwise.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
UK, is acting exclusively for ZPG and no one else in connection
with the Acquisition and any other matter referred to in this
Announcement and will not be responsible to anyone other than ZPG
for providing the protections afforded to clients of Goldman Sachs
International, or for providing advice in relation to the possible
offer or any other matters referred to in this Announcement.
Jefferies International Limited, which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for ZPG and no one else in connection with the Acquisition and will
not be responsible to anyone other than ZPG for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition or any other matters referred to in
this Announcement.
Lazard & Co., Limited, which is authorised and regulated by
the Financial Conduct Authority in the UK, is acting exclusively
for DMGZ and no one else in connection with the Acquisition and any
other matter referred to in this Announcement and will not be
responsible to anyone other than DMGZ for providing the protections
afforded to clients of Lazard & Co., Limited, or for providing
advice in relation to the Acquisition or any other matters referred
to in this Announcement. Neither Lazard & Co., Limited 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 Lazard & Co., Limited in connection with the
Acquisition, this announcement, any statement contained herein or
otherwise.
This Announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
or the solicitation of any vote or approval in any jurisdiction,
pursuant to the Acquisition or otherwise. The Acquisition shall be
made solely by means of the Scheme Document or any document by
which the Acquisition is made which shall contain the full terms
and Conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any vote in respect of the Scheme or
other response in relation to the Acquisition should be made only
on the basis of the information contained in the Scheme
Document.
This Announcement has been prepared for the purpose of complying
with English law 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 of jurisdictions outside the United Kingdom.
ZPG shall prepare the Scheme Document to be distributed to ZPG
Shareholders. ZPG and Bidco urge ZPG Shareholders to read the
Scheme Document when it becomes available because it shall contain
important information relating to the Acquisition.
Overseas Shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom or the United States
may be restricted by law. Persons who are not resident in the
United Kingdom or the United States or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition 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 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 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 ZPG Shareholders who are
not resident in the United Kingdom (and, in particular, their
ability to vote their Scheme Shares with respect to the Scheme at
the Court Meeting, or to appoint another person as proxy to vote at
the Court Meeting on their behalf) 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, as any failure to comply
with such requirements may constitute a violation of the securities
laws of any 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.
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the Listing Rules. Further details
in relation to Overseas Shareholders will be contained in the
Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Additional Information for US Investors
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under the law of England and Wales. A transaction effected by means
of a scheme of arrangement is not subject to the proxy solicitation
or tender offer rules under the US Exchange Act. Accordingly, the
Scheme will be subject to disclosure requirements and practices
applicable in the United Kingdom to schemes of arrangement, which
are different from the disclosure requirements of the US under the
US Exchange Act. The financial information included in this
Announcement and the Scheme documentation has been or will have
been prepared in accordance with International Financial Reporting
Standards and thus may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the US.
If Bidco were to elect to implement the Acquisition by means of
a takeover offer, such takeover offer would be made in compliance
with applicable US laws and regulations, including Section 14(e) of
the US Exchange Act and Regulation 14E thereunder and otherwise in
accordance with the Takeover Code. Such a takeover would be made in
the United States by Bidco and no one else. Accordingly, the
Acquisition would be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer
procedures and law.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each ZPG
Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and ZPG are located in countries other than the US, and some or all
of their officers and directors may be residents of countries other
than the US. US holders may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Bidco, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in ZPG
outside of the US, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes effective,
lapses or is otherwise withdrawn. If such purchases or arrangements
to purchase were to be made they would occur either in the open
market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US
Exchange Act. Any information about such purchases or arrangements
to purchase will be disclosed as required in the United Kingdom,
will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com.
Forward Looking Statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Silver Lake, Bidco
or ZPG contain statements about Bidco and ZPG that are or may be
deemed to 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",
"believes", "expects", "intends", "will", "would", "may",
"anticipates", "projects" and "envisages" 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 Bidco's or ZPG's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of government
regulation on Bidco's or ZPG's business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements, including: increased competition, the loss of
or damage to one or more key customer relationships, changes to
customer ordering patterns, delays in obtaining customer approvals
for engineering or price level changes, the failure of one or more
key suppliers, the outcome of business or industry restructuring,
the outcome of any litigation, changes in economic conditions,
currency fluctuations, changes in interest and tax rates, changes
in raw material or energy market prices, changes in laws,
regulations or regulatory policies, developments in legal or public
policy doctrines, technological developments, the failure to retain
key management, or the timing and success of future acquisition
opportunities or major investment projects. 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. Bidco disclaims any obligation to update any
forward looking or other statements contained herein, except as
required by applicable law.
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 ZPG for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for ZPG.
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,
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.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
information provided by ZPG Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from ZPG may be provided to Bidco during the offer period as
requested under Section 4 of Appendix 4 of the Takeover Code to
comply with Rule 2.11(c) of the Takeover Code.
Publication on Website and Availability of Hard Copies
A copy of this Announcement shall be made available subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions on ZPG's website at www.zpg.co.uk by no later than 12
noon (London time) on 14 May 2018. For the avoidance of doubt, the
contents of this website are not incorporated into and do not form
part of this Announcement.
You may request a hard copy of this Announcement by contacting
the Equiniti Shareholder Helpline between 8:30 a.m. and 5:30 p.m.
(UK time) Monday to Friday (public holidays excepted) on +44 (0)
371 384 2030 (calls to this number are charged at national rates,
calls from a mobile device may incur network extras) or on +44
(0)121 415 7047 from outside the UK. Calls outside the United
Kingdom will be charged at the applicable international rate. 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.
Rounding
Certain figures included in this Announcement 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.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Takeover Code, ZPG confirms
that as at the date of this Announcement, it has in issue and
admitted to trading on the main market of the London Stock Exchange
438,426,778 ordinary shares of GBP0.001 each (excluding ordinary
shares held in treasury). The International Securities
Identification Number (ISIN) of the ordinary shares is
GB00BMHTHT14.
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 SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
11 May 2018
RECOMMED CASH ACQUISITION
of
ZPG Plc ("ZPG")
by
Zephyr Bidco Limited ("Bidco")
a wholly-owned indirect subsidiary of funds managed by
Silver Lake Management Company V, LLC ("Silver Lake")
1. Introduction
The boards of Bidco and ZPG are pleased to announce that they
have reached agreement on the terms of a recommended cash
acquisition of the entire issued and to be issued ordinary share
capital of ZPG by Bidco (the "Acquisition"). The Acquisition is to
be effected by means of a scheme of arrangement under Part 26 of
the Companies Act.
2. The Acquisition
Under the terms of the Acquisition, which shall be subject to
the Conditions and further terms set out in Appendix I to this
Announcement and to be set out in the Scheme Document, Scheme
Shareholders who are on the register of members of ZPG at the
Scheme Record Time shall be entitled to receive:
for each Scheme Share: 490 pence in cash
The Acquisition represents an attractive premium of
approximately:
-- 43 per cent. to the volume weighted average price per ZPG
Share of 343.0 pence for the three month period ended 10 May 2018
(being the latest practicable date prior to publication of this
Announcement);
-- 38 per cent. to the volume weighted average price per ZPG
Share of 354.7 pence for the one month period ended 10 May 2018
(being the latest practicable date prior to publication of this
Announcement);
-- 31 per cent. to the closing price per ZPG Share of 375.2
pence on 10 May 2018 (being the latest practicable date prior to
publication of this Announcement); and
-- 24 per cent. to the all-time high closing price per ZPG Share
of 394.0 pence on 7 March 2017.
The Acquisition values the entire issued ordinary share capital
of ZPG at approximately GBP2.2 billion on a fully diluted
basis.
If any dividend or other distribution is authorised, declared,
made or paid in respect of ZPG Shares on or after the date of this
Announcement, Bidco reserves the right to reduce the Acquisition
Price by the aggregate amount of any such dividend or other
distribution.
It is expected that the Scheme Document shall be published as
soon as reasonably practicable, that the Court Meeting and the
General Meeting will be held on or around 18 June 2018 and that the
Scheme shall become effective as soon as practicable, anticipated
to be during the third quarter of 2018.
3. Background to and reasons for the Acquisition
Silver Lake believes that ZPG has significant opportunities to
increase investment in product and technology, and make further
acquisitions in the UK and other countries, in ways that would
likely be difficult to implement in the context of delivering
consistent financial results to the public markets as a listed
company. In addition, Silver Lake's capabilities and network in
technology position it well to support ZPG in the next phase of its
development, and enable it to better serve consumers and
partners.
ZPG is a market leader in product innovation and has attained a
strong market position. However, to maintain its position in the
highly competitive markets in which it operates and to realise
further potential, Silver Lake believes that ZPG will need to make
significant investments over the medium- to long-term in its
products, technology and services to support sales growth in
increasingly competitive and price-sensitive markets and to
continue providing innovative products and services to its partners
and consumers.
ZPG has a strong track record in acquiring businesses that help
it to meet its strategic objectives. There are further potential
targets and partners in the UK and other countries which Silver
Lake believes would be beneficial to ZPG. These opportunities would
enable ZPG to continue innovating the consumer experience and
empowering consumers to make smarter property and household
decisions, as well as helping its corporate partners to manage
their businesses and maximise their revenue opportunities.
As a private company, and supported by Silver Lake's industry
experience and access to capital, ZPG will be able to pursue the
necessary investments and acquisitions to deliver on its
potential.
4. Recommendation
The ZPG Directors, who have been so advised by Credit Suisse and
Goldman Sachs as to the financial terms of the Acquisition,
consider the terms of the Acquisition to be fair and reasonable. In
providing their advice to the ZPG Directors, Credit Suisse and
Goldman Sachs have taken into account the commercial assessments of
the ZPG Directors.
Accordingly, the ZPG Directors intend to recommend unanimously
that ZPG Shareholders vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the General Meeting
as the ZPG Directors have irrevocably undertaken to do in respect
of their own beneficial holdings of 5,097,583 ZPG Shares
representing, in aggregate, approximately 1.16 per cent. of the
ordinary share capital of ZPG in issue on 10 May 2018 (being the
latest practicable date prior to this Announcement).
5. Background to and reasons for the recommendation
Since its IPO in 2014 and excluding the offer from Silver Lake,
ZPG has generated a total shareholder return of 78%, including over
GBP65 million in dividends. ZPG has created this value by
developing a set of market-leading platforms and products that
empower consumers to make smarter property and household-related
decisions and that allow its partners to operate more effectively.
Through consistent innovation and a deliberate strategy of
diversification, ZPG has made significant progress in becoming the
platform of choice for both consumers and home-related
professionals.
Over the last four years ZPG has undergone a period of
significant transformation and rapid growth. Since 2014, ZPG's
reported revenues have grown from GBP80 million to over GBP280
million on a pro-forma basis as at the end of September 2017, and
Adjusted EBITDA increased from GBP40 million to GBP109 million on a
pro-forma basis over the same period. This was driven by strong
organic growth, supported by a number of transformative and
value-enhancing acquisitions that have diversified the business
away from its initial focus on property classifieds, including the
GBP160 million acquisition of uSwitch in 2015, the GBP75 million
acquisition of PSG in 2016 and the GBP120 million acquisition of
Hometrack in 2017. ZPG now provides industry-leading technology and
capabilities across a wide range of property services, property
data and price comparison.
The ZPG Directors remain confident that ZPG's existing strategy
would deliver significant value for ZPG Shareholders as an
independent company as it continues to successfully execute its
strategy, through continued value-accretive M&A together with
organic growth through the integration of existing businesses under
ZPG's ownership. The ZPG Directors also remain confident that ZPG's
existing strategy would continue to benefit its consumers and
partners. However, they also believe that the terms of the
Acquisition acknowledge the quality of ZPG's businesses and the
strength of its future prospects, and as such they intend
unanimously to recommend the Acquisition to ZPG Shareholders.
The Directors note that:
-- the Acquisition provides an opportunity for shareholders to
crystallise, in cash, the value of their holdings;
-- the Acquisition is priced at an attractive premium of 43 per
cent. to the volume weighted average price of 343.0 pence for ZPG
Shares during the 3 month period ended 10 May 2018, and a premium
of 24 per cent. to the all-time high closing price of 394.0 pence
per ZPG Share on 7 March 2017;
-- the Acquisition reflects the value created by ZPG's strategy
to date and the future value that the strategy is expected to
create; and
-- the Acquisition will deliver a number of strategic benefits
to ZPG's business, including the opportunity to benefit from Silver
Lake's significant technology expertise and global network.
In considering the recommendation of the Acquisition to ZPG
Shareholders, the ZPG Directors have given due consideration to
Silver Lake's intentions for the business, management, employees
and locations of business of ZPG.
Furthermore, the ZPG Directors welcome Silver Lake's intention
that, following completion of the Acquisition, the existing
contractual and statutory employment rights, including in relation
to pensions, of all ZPG management and employees will be fully
safeguarded in accordance with applicable law.
6. Irrevocable undertakings
Bidco has received an irrevocable undertaking from DMGZ (being a
group company of Daily Mail and General Trust plc and ZPG's largest
shareholder) to vote in favour of the Scheme at the Court Meeting
and the resolutions to be proposed at the General Meeting in
respect of its entire beneficial holding of 130,953,293 ZPG Shares,
representing approximately 29.87 per cent. of ZPG's issued ordinary
share capital at close of business on 10 May 2018 (being the latest
practicable date prior to publication of this Announcement).
Bidco has also received irrevocable undertakings from each of
the ZPG Directors to vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the General Meeting
in respect of their aggregate holding of 5,097,583 ZPG Shares,
representing approximately 1.16 per cent. of ZPG's issued ordinary
share capital at close of business on 10 May 2018 (being the latest
practicable date prior to publication of this Announcement).
Bidco has therefore received irrevocable undertakings in respect
of a total of 136,050,876 ZPG Shares representing, in aggregate,
approximately 31.03 per cent. of ZPG's ordinary share capital in
issue on 10 May 2018 (being the latest practicable date prior to
this Announcement).
7. Information on Silver Lake and Bidco
Silver Lake is the world's leading investment firm focused on
technology and technology-enabled businesses, with around $39
billion in assets under management. Silver Lake acts as a strategic
participant in the technology industry, with an unparalleled
network of relationships built over nearly two decades and a
portfolio of market-leading technology companies that, in
aggregate, generate over $170 billion of annual revenue and employ
over 340,000 people.
Silver Lake has a strong track record of, and extensive relevant
experience from, current and prior investments across consumer
internet, software, as well as analytics and data. Its extensive
global footprint and operational improvements experience make it a
strong owner with the capability to drive continued improvement and
growth of the businesses in which it invests. The Silver Lake Fund
has committed capital of approximately $15 billion, enabling it to
pursue large-scale investment opportunities in technology and
technology-enabled industries in geographies around the world.
Bidco is a wholly-owned indirect subsidiary of funds managed by
Silver Lake. Each of Westhorpe and PSP will subscribe for a
minority indirect interest in Bidco. Other potential investors may
take indirect minority interests in Bidco during the offer
period.
8. Information on Westhorpe and PSP
Westhorpe
Westhorpe Investment Pte Ltd ("Westhorpe") is a nominated
investment vehicle of GIC Special Investments Pte Ltd, a direct
subsidiary of GIC Pte Ltd ("GIC"). GIC is a leading global
investment firm established in 1981 to manage Singapore's foreign
reserves. It has investments in over 40 countries. As a disciplined
long-term value investor, GIC is uniquely positioned for
investments across a wide range of asset classes, including
equities, fixed income, private equity, real estate, and
infrastructure. In private equity, GIC invests through funds as
well as directly in companies, partnering with its fund managers
and management teams to help world class businesses achieve their
objectives. GIC adds value to boards and management of investee
companies by providing advice and access to its global network.
Headquartered in Singapore, GIC employs over 1,400 people across 10
offices in key financial cities worldwide. For more information
about GIC, please visit www.gic.com.sg.
PSP
PSP is one of Canada's largest pension investment managers, with
$139.2 billion of net assets under management as at September 30,
2017. PSP invests funds for the pension plans of the Public Service
of Canada, the Canadian Armed Forces, the Royal Canadian Mounted
Police and the Reserve Force. Its skilled and dedicated team of
more than 700 professionals manages a diversified global portfolio
composed of investments in public financial markets, private
equity, real estate, infrastructure, natural resources and private
debt.
Other potential investors may take indirect minority interests
in Bidco during the offer period.
9. Information on ZPG
ZPG owns and operates some of the UK's most trusted digital
brands that help empower smarter property and household decisions
including Zoopla, uSwitch, Money, PrimeLocation and SmartNewHomes.
ZPG is also one of the leading residential property data and
software providers with a range of products including Hometrack,
Calcasa, TechnicWeb, Ravensworth, Alto, Jupix, ExpertAgent,
PropertyFile and MoveIT. ZPG's websites and apps attract over 50
million visits per month and over 25,000 business partners use our
services. ZPG was founded in 2007 and has a highly experienced
management team, led by Founder & CEO, Alex Chesterman OBE.
Over the latest financial year, ZPG reported that it has made
significant progress towards its mission of being the platform of
choice for consumers and partners engaged in property and household
decisions. Its audience continued to grow and remains highly
engaged with a record 648 million visits to its websites, of which
72% were via mobile devices. ZPG continued to attract a focused,
transaction-ready audience to the uSwitch website with account
sign-ups increasing by 60% to 1.9 million at the end of the last
financial year. In addition, uSwitch's mobile app won numerous
awards during the period including 'Most innovative use of mobile'
and 'Best app' at the MOMA Awards and 'Best use of mobile' at the
DADI Awards. The cross-sell opportunity to ZPG's Property partners
has also been significantly enhanced through the acquisitions of
TechnicWeb, Hometrack, ExpertAgent, Ravensworth and PSG. ZPG now
offers best-in-class marketing, software and data services to its
partners.
10. Directors, management, employees, research and development and locations
ZPG has a strong track record in acquiring businesses that help
it to meet its strategic objectives. Bidco believes that there are
further potential targets and partners in the UK and other
countries which would be beneficial to ZPG and its customers. These
opportunities would enable ZPG to continue to innovate and enrich
the consumer experience and empower consumers to make smarter
property and household decisions, as well as help its corporate
partners to manage their businesses and maximise their revenue
opportunities. Bidco will actively monitor these opportunities and
pursue them where appropriate.
In addition to its in-house value creation team, Silver Lake has
a strong network of portfolio companies and contacts in the sector
which can bring value to ZPG's operations through operational
improvements. For example, Silver Lake will engage one of its
portfolio companies, Red Ventures, to provide commercial services
to the ZPG Group, including through active guidance of certain
parts of its business. Further, following the Effective Date, Red
Ventures may invest indirectly in Bidco or directly into specific
parts of ZPG Group, in order to help optimise the strategy of
ZPG.
Employees and management
Bidco greatly values the skills, knowledge and expertise of
ZPG's existing management and employees and therefore intends to
preserve the current ZPG organisation, including ZPG's existing
management team, brand and culture, to ensure continuity of a
strong track record. Bidco expects the existing personnel of ZPG to
continue to contribute to the success of ZPG following completion
of the Acquisition, and does not intend to initiate any material
headcount reductions within the current ZPG organisation as a
result of the Acquisition.
In addition, the non-executive directors of ZPG intend to resign
as directors of ZPG with effect from completion of the
Acquisition.
Existing rights and pensions
Bidco confirms that, following the Scheme becoming effective,
the existing contractual and statutory employment rights, including
in relation to pensions, of all ZPG management and employees will
be fully safeguarded in accordance with applicable law. Bidco does
not intend to make any material change to the conditions of
employment of the employees of ZPG.
Incentivisation arrangements
Bidco has not entered into, and has not had discussion on
proposals to enter into, any form of incentivisation arrangements
with members of ZPG's management. It is the intention to put in
place appropriate arrangements for management of ZPG following
completion of the Acquisition.
Locations, headquarters and research and development
Following the Acquisition, Bidco intends that ZPG will continue
to operate as a standalone business group. Bidco does not intend to
make any material restructurings or changes in location of ZPG's
headquarters, operations and places of business.
No changes are envisaged by Bidco with respect to the
redeployment of ZPG's fixed asset base, or the research and
development functions of ZPG.
Trading facilities
ZPG Shares are currently listed on the Official List and
admitted to trading on the London Stock Exchange. As set out in
paragraph 15, applications will be made for the cancellation of the
listing of ZPG Shares on the Official List and the cancellation of
trading of the ZPG Shares on the London Stock Exchange.
No statements in this paragraph 10 are "post-offer undertakings"
for the purposes of Rule 19.5 of the Takeover Code.
Views of ZPG's board
In considering the recommendation of the Acquisition to ZPG
Shareholders, the ZPG Directors have given due consideration to
Bidco's intentions for the business, management, employees and
locations of business of ZPG.
The ZPG Directors welcome Bidco's intention that, following
completion of the Acquisition, the existing contractual and
statutory employment rights, including in relation to pensions, of
all ZPG management and employees will be fully safeguarded in
accordance with applicable law, and that Bidco does not intend to
initiate any material headcount reductions within the current ZPG
organisation as a result of the Acquisition.
11. ZPG's Share Plans
Following publication of the Scheme Document, participants in
ZPG's Share Plans will be contacted separately regarding the effect
of the Acquisition on their rights under ZPG's Share Plans. In
accordance with Rule 15 of the Takeover Code, Bidco will make
appropriate proposals to plan participants in due course and
details of these proposals will be set out in the Scheme
Document.
12. Financing
Bidco is providing the cash consideration payable under the
Acquisition through a combination of equity financing drawn from
funds managed by Silver Lake as well as minority equity invested
from each of Westhorpe and PSP. In addition, debt will be provided
under (i) a Senior Facilities Agreement provided by Royal Bank of
Canada (the "Lender") and (ii) a Second Lien Facility Agreement
provided by Royal Bank of Canada (the "Second Lien Lender").
After the Effective Date, Bidco intends to procure that ZPG
redeems its existing 3.750% Senior Notes due 2023.
Bidco, Holdco, the Silver Lake Fund, Silver Lake Co-Invest,
Westhorpe and PSP entered into an Equity Subscription Agreement on
11 May 2018, pursuant to which, among other things, they have
agreed to provide equity financing to Holdco, which will in turn be
paid to Bidco, in order that Bidco can use the funds to finance
part of the cash consideration payable under the Acquisition (with
the remainder to be provided by the debt financing). The Silver
Lake Fund may syndicate part of its funding commitment, subject to
certain conditions set out in the agreement.
Under the Equity Subscription Agreement, Westhorpe and PSP have
also agreed to co-operate with Bidco regarding the conduct of the
Acquisition and not to acquire ZPG Shares or engage in or assist
with a competing offer without the Silver Lake Fund's consent.
Robey Warshaw, one of Bidco's Financial Advisers, is satisfied
that sufficient resources are available to satisfy in full the cash
consideration payable to ZPG Shareholders under the terms of the
Acquisition.
13. Offer-related Arrangements
Confidentiality Agreement
Silver Lake Europe LLP and ZPG entered into a confidentiality
agreement on 16 April 2018 (the "Confidentiality Agreement")
pursuant to which Silver Lake has undertaken to keep confidential
information relating to ZPG or any of its connected persons and not
to disclose it to third parties (other than to permitted
recipients) unless required by law or regulation. These
confidentiality obligations shall remain in force for two years
from the date of the Confidentiality Agreement.
The Confidentiality Agreement also contains undertakings from
Silver Lake that, for a period of 12 months from the date of the
Confidentiality Agreement, Silver Lake shall not approach certain
of ZPG's employees or officers without the prior written consent of
ZPG nor employ or otherwise engage certain of ZPG's employees.
Silver Lake has also agreed to customary standstill arrangements
pursuant to which Silver Lake has agreed that, without the prior
written consent of ZPG, Silver Lake International will not acquire
ZPG Shares or any interest in any ZPG Shares. These restrictions
fall away immediately following the making of this
Announcement.
Cooperation Agreement
Pursuant to a co-operation agreement dated 11 May 2018 (the
"Cooperation Agreement"): (i) ZPG has agreed to co-operate with
Bidco to ensure the satisfaction of certain regulatory conditions,
and Bidco has entered into commitments in relation to obtaining
regulatory clearances; (ii) Bidco has agreed to provide ZPG with
certain information for the purposes of the Scheme Document and to
otherwise assist with the preparation of the Scheme Document; (iii)
Bidco has agreed to certain provisions if the Scheme should switch
to a Takeover Offer; and (iv) each of ZPG and Bidco has agreed to
take any action necessary to implement certain proposals in
relation to the ZPG Share Plans.
The Cooperation Agreement will terminate if the Acquisition is
withdrawn or lapses, if prior to the Long Stop Date any Condition
becomes incapable of satisfaction, at Bidco's election if the ZPG
Directors withdraw their recommendation of the Acquisition, at
either party's election if the ZPG Directors recommend a competing
proposal or if the Scheme does not become effective in accordance
with its terms by the Long Stop Date or otherwise as agreed between
Bidco and ZPG.
14. Structure of and Conditions to the Acquisition
It is intended that the Acquisition shall be effected by means
of a Court-approved scheme of arrangement between ZPG and the
Scheme Shareholders under Part 26 of the Companies Act.
The purpose of the Scheme is to provide for Bidco to become the
holder of the entire issued and to be issued ordinary share capital
of ZPG. This is to be achieved by the transfer of the Scheme Shares
to Bidco, in consideration for which the Scheme Shareholders who
are on the register of members of ZPG at the Scheme Record Time
shall receive cash consideration on the basis set out in paragraph
2 of this Announcement.
The Acquisition is subject to the Conditions and further terms
set out in Appendix I to this Announcement and to be set out in the
Scheme Document and the Forms of Proxy and will only become
effective if, among other things, the following events occur on or
before the Long Stop Date or such later date as may be agreed in
writing by Bidco and ZPG (with the Panel's consent and as the Court
may approve (if such approval(s) are required)):
(i) the approval of the Scheme by a majority in number of the
Scheme Shareholders who are present and vote, whether in person or
by proxy, at the Court Meeting and who represent 75 per cent. in
value of the Scheme Shares voted by those Scheme Shareholders;
(ii) the resolutions required to implement the Scheme being duly
passed by ZPG Shareholders representing 75 per cent. or more of
votes cast at the General Meeting;
(iii) the approval of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to ZPG and Bidco);
(iv) the delivery of a copy of the Court Order to the Registrar of Companies;
(v) merger control approval from the European Commission being obtained; and
(vi) the FCA having approved (or being treated as having
approved) the acquisition of control of ZPG.
The Acquisition shall lapse if:
-- the Court Meeting and the General Meeting are not held by the
22nd day after the expected date of such meetings as set out in the
Scheme Document (or such later date as may be agreed between Bidco
and ZPG);
-- the Court hearing to approve the Scheme is not held by the
22nd day after the expected date of such hearing as set out in the
Scheme Document (or such later date as may be agreed between Bidco
and ZPG); or
-- the Scheme does not become effective by the Long Stop Date,
provided however that the deadlines for the timing of the Court
Meeting, the General Meeting and the Court hearing to approve the
Scheme as set out above may be waived by Bidco, and the deadline
for the Scheme to become effective may be extended by agreement
between ZPG and Bidco. Any such extension would not be feasible
unless the Lender and the Second Lien Lender agreed to extend the
availability periods under the Facilities Agreements.
Upon the Scheme becoming effective, it shall be binding on all
ZPG Shareholders, irrespective of whether or not they attended or
voted at the Court Meeting or the General Meeting.
Further details of the Scheme, including an indicative timetable
for its implementation, shall be set out in the Scheme Document. It
is expected that the Scheme Document and the Forms of Proxy
accompanying the Scheme Document will be published as soon as
practicable and that the Court Meeting and the General Meeting will
be held on or around 18 June 2018. The Scheme Document and Forms of
Proxy will be made available to all ZPG Shareholders at no charge
to them.
Under the terms of the Equity Subscription Agreement, Bidco may
not waive the Conditions set out in paragraphs 2(a), (b), (c) or
(d) of Appendix I to this Announcement (relating to EU Merger
Regulation approval and FCA approval) without the prior written
consent of Westhorpe and PSP.
Under the terms of the Senior Facilities Agreement, Midco 2 has
agreed that it will not amend or waive any Condition without the
consent of the Lender where to do so would be materially
prejudicial to the interests of the Lender under the Senior
Facilities Agreement, save as required by the Panel, the Takeover
Code, the Court or any other relevant regulatory body or applicable
law or regulation (as reasonably determined by Midco 2, acting on
the advice of its legal advisors).
Under the terms of the Second Lien Facility Agreement, Midco 2
has agreed that it will not amend or waive any Condition without
the consent of the Second Lien Lender where to do so would be
materially prejudicial to the interests of the Second Lien Lender
under the Second Lien Facility Agreement, save as required by the
Panel, the Takeover Code, the Court or any other relevant
regulatory body or applicable law or regulation (as reasonably
determined by Midco 2, acting on the advice of its legal
advisors).
15. De-listing and re-registration
Prior to the Scheme becoming effective, ZPG shall make an
application for the cancellation of the listing of ZPG Shares on
the Official List and for the cancellation of trading of the ZPG
Shares on the London Stock Exchange's market for listed securities,
in each case to take effect from or shortly after the Effective
Date. The last day of dealings in ZPG Shares on the Main Market of
the London Stock Exchange is expected to be the Business Day
immediately prior to the Effective Date and no transfers shall be
registered after 6.00 p.m. on that date.
On the Effective Date, share certificates in respect of ZPG
Shares shall cease to be valid and entitlements to ZPG Shares held
within the CREST system shall be cancelled.
It is also proposed that, following the Effective Date and after
its shares are delisted, ZPG shall be re-registered as a private
limited company. It is proposed, as part of the application to the
Court in connection with the Scheme, to seek an order of the Court
pursuant to Section 651 of the Companies Act to re-register ZPG as
a private limited company.
16. Dividends
If any dividend or other distribution is authorised, declared,
made or paid in respect of ZPG Shares on or after the date of this
Announcement, Bidco reserves the right to reduce the Acquisition
Price by the aggregate amount of such dividend or distribution, in
which case the relevant eligible ZPG Shareholders will be entitled
to receive and retain such dividend and/or distribution.
17. Disclosure of interests in ZPG
Save in respect of the irrevocable undertakings referred to in
paragraph 6 above, as at the close of business on 10 May 2018
(being the last practicable date prior to the date of this
Announcement), neither Bidco, nor any of its directors, nor, so far
as Bidco is aware, any person acting in concert (within the meaning
of the Takeover Code) with it has: (i) any interest in or right to
subscribe for any relevant securities of ZPG; (ii) any short
positions in respect of relevant ZPG Shares (whether conditional or
absolute and whether in the money or otherwise), including any
short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase
or take delivery; (iii) any dealing arrangement of the kind
referred to in Note 11 on the definition of acting in concert in
the Takeover Code, in relation to ZPG Shares or in relation to any
securities convertible or exchangeable into ZPG Shares; nor (iv)
borrowed or lent any relevant ZPG Shares (including, for these
purposes, any financial collateral arrangements of the kind
referred to in Note 4 on Rule 4.6 of the Takeover Code), save for
any borrowed shares which had been either on-lent or sold.
'Interests in securities' for these purposes arise, in summary,
when a person has long economic exposure, whether absolute or
conditional, to changes in the price of securities (and a person
who only has a short position in securities is not treated as
interested in those securities). In particular, a person will be
treated as having 'an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to
purchase, option in respect of, or derivative referenced to,
securities.
It has not been possible for Bidco to make enquiries of all of
its concert parties in advance of the release of this Announcement.
Therefore, if Bidco becomes aware, following the making of such
enquiries, that any of its concert parties have any such interests
in relevant securities of ZPG, all relevant details in respect of
Bidco's concert parties will be included in Bidco's Opening
Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i)
on Rule 8 of the Takeover Code.
18. General
Bidco reserves the right to elect (with the consent of the Panel
and, where required by the terms of the Cooperation Agreement, the
consent of ZPG) to implement the Acquisition of the ZPG Shares by
way of a takeover offer as an alternative to the Scheme. In such
event, the Acquisition shall be implemented on substantially the
same terms, so far as applicable, as those which would apply to the
Scheme (subject to appropriate amendments, including (without
limitation) an acceptance condition set (subject to the
Co-operation Agreement) at a level permitted by the Panel).
The Acquisition shall be made subject to the Conditions and
further terms set out in Appendix I to this Announcement and to be
set out in the Scheme Document. The bases and sources of certain
financial information contained in this Announcement are set out in
Appendix II to this Announcement. A summary of the irrevocable
undertakings given in relation to the Acquisition is contained in
Appendix III to this Announcement. Certain terms used in this
Announcement are defined in Appendix IV to this Announcement.
Robey Warshaw, Connaught, Credit Suisse, Goldman Sachs,
Jefferies and Lazard & Co., Limited have each given and not
withdrawn their consent to the publication of this Announcement
with the inclusion herein of the references to their names in the
form and context in which they appear.
19. Documents available on website
Copies of the following documents shall be made available on
ZPG's website at www.zpg.co.uk until the end of the
Acquisition:
-- the irrevocable undertakings referred to in paragraph 6 above
and summarised in Appendix III to this Announcement;
-- the Confidentiality Agreement;
-- the Cooperation Agreement; and
-- documents relating to the financing of the Acquisition
referred to in paragraph 12 above.
Enquiries:
ZPG
+44(0) 203 8725
658
+44(0) 203 8725
Ned Staple, General Counsel and Company Secretary 653
Lawrence Hall, Director of Communications +44(0) 203 8725
Rachael Malcolm, Head of Investor Relations 648
Credit Suisse (Lead Financial Adviser and
Corporate Broker to ZPG)
Gillian Sheldon
Joe Hannon
Lewis Burnett +44(0) 20 7888
Chris Cottrell 8888
Goldman Sachs (Lead Financial Adviser to ZPG)
Anthony Gutman
Chris Emmerson
Alex Garner +44(0) 20 7774
Jamie Hay 1000
Maitland (PR Adviser to ZPG)
James Isola +44(0) 20 7379
Joanna Davidson 5151
Robey Warshaw (Financial Adviser to Silver
Lake and Bidco)
Simon Robey +44(0) 20 7317
Philip Apostolides 3900
Connaught (Financial Adviser to Silver Lake
and Bidco)
Ian Osborne +44 (0) 20 7042
Alex Usher-Smith 8097
Brunswick Group (PR Adviser to Silver Lake
and Bidco)
Chris Blundell +44(0) 20 7404
Nina Coad 5959
Freshfields Bruckhaus Deringer LLP are retained as legal adviser
to ZPG. Simpson Thacher & Bartlett LLP are retained as legal
adviser to Silver Lake and Bidco. Proskauer Rose (UK) LLP are
retained as legal adviser to Westhorpe. Linklaters LLP are retained
as legal adviser to PSP.
Jefferies is also acting as financial adviser and corporate
broker to ZPG in relation to the Acquisition.
Lazard & Co., Limited is acting as financial adviser to DMGZ
in relation to the Acquisition.
Important Notice
Robey Warshaw LLP ("Robey Warshaw"), which is authorised and
regulated in the UK by the Financial Conduct Authority, is acting
exclusively as financial adviser to Bidco and Silver Lake and no
one else in connection with the Acquisition and shall not be
responsible to anyone other than Bidco and Silver Lake for
providing the protections afforded to clients of Robey Warshaw nor
for providing advice in connection with the Acquisition or any
matter referred to in this Announcement.
Connaught (UK) Limited ("Connaught"), which is authorised and
regulated in the UK by the Financial Conduct Authority, is acting
exclusively as financial adviser to Bidco and Silver Lake and no
one else in connection with the Acquisition and shall not be
responsible to anyone other than Bidco and Silver Lake for
providing the protections afforded to clients of Connaught nor for
providing advice in connection with the Acquisition or any matter
referred to in this Announcement.
Credit Suisse International ("Credit Suisse"), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the UK, is acting as lead financial adviser
exclusively for ZPG and no one else in connection with the matters
set out in this Announcement and will not be responsible to any
person other than ZPG for providing the protections afforded to
clients of Credit Suisse, nor for providing advice in relation to
the content of this announcement or any matter referred to herein.
Neither Credit Suisse nor any of its subsidiaries, branches or
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 Credit Suisse in connection with this announcement, any
statement contained herein or otherwise.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
UK, is acting exclusively for ZPG and no one else in connection
with the Acquisition and any other matter referred to in this
Announcement and will not be responsible to anyone other than ZPG
for providing the protections afforded to clients of Goldman Sachs
International, or for providing advice in relation to the possible
offer or any other matters referred to in this Announcement.
Jefferies International Limited, which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for ZPG and no one else in connection with the Acquisition and will
not be responsible to anyone other than ZPG for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition or any other matters referred to in
this Announcement.
Lazard & Co., Limited, which is authorised and regulated by
the Financial Conduct Authority in the UK, is acting exclusively
for DMGZ and no one else in connection with the Acquisition and any
other matter referred to in this Announcement and will not be
responsible to anyone other than DMGZ for providing the protections
afforded to clients of Lazard & Co., Limited, or for providing
advice in relation to the Acquisition or any other matters referred
to in this Announcement. Neither Lazard & Co., Limited 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 Lazard & Co., Limited in connection with the
Acquisition, this announcement, any statement contained herein or
otherwise.
This Announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
or the solicitation of any vote or approval in any jurisdiction,
pursuant to the Acquisition or otherwise. The Acquisition shall be
made solely by means of the Scheme Document or any document by
which the Acquisition is made which shall contain the full terms
and Conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any vote in respect of the Scheme or
other response in relation to the Acquisition should be made only
on the basis of the information contained in the Scheme
Document.
This Announcement has been prepared for the purpose of complying
with English law 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 of jurisdictions outside the United Kingdom.
ZPG shall prepare the Scheme Document to be distributed to ZPG
Shareholders. ZPG and Bidco urge ZPG Shareholders to read the
Scheme Document when it becomes available because it shall contain
important information relating to the Acquisition.
Overseas Shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom or the United States
may be restricted by law. Persons who are not resident in the
United Kingdom or the United States or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition 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 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 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 ZPG Shareholders who are
not resident in the United Kingdom (and, in particular, their
ability to vote Scheme Shares with respect to the Scheme at the
Court Meeting, or to appoint another person as proxy to vote at the
Court Meeting on their behalf) 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, as any failure to comply with
such requirements may constitute a violation of the securities laws
of any 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.
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the Listing Rules. Further details
in relation to Overseas Shareholders will be contained in the
Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Additional Information for US Investors
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under the law of England and Wales. A transaction effected by means
of a scheme of arrangement is not subject to the proxy solicitation
or tender offer rules under the US Exchange Act. Accordingly, the
Scheme will be subject to disclosure requirements and practices
applicable in the United Kingdom to schemes of arrangement, which
are different from the disclosure requirements of the US under the
US Exchange Act. The financial information included in this
Announcement and the Scheme documentation has been or will have
been prepared in accordance with International Financial Reporting
Standards and thus may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the US.
If Bidco were to elect to implement the Acquisition by means of
a takeover offer, such takeover offer would be made in compliance
with applicable US laws and regulations, including Section 14(e) of
the US Exchange Act and Regulation 14E thereunder and otherwise in
accordance with the Takeover Code. Such a takeover would be made in
the United States by Bidco and no one else. Accordingly, the
Acquisition would be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer
procedures and law.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each ZPG
Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and ZPG are located in countries other than the US, and some or all
of their officers and directors may be residents of countries other
than the US. US holders may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Bidco, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in ZPG
outside of the US, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes effective,
lapses or is otherwise withdrawn. If such purchases or arrangements
to purchase were to be made they would occur either in the open
market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US
Exchange Act. Any information about such purchases or arrangements
to purchase will be disclosed as required in the United Kingdom,
will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com.
Forward Looking Statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Silver Lake, Bidco
or ZPG contain statements about Bidco and ZPG that are or may be
deemed to 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",
"believes", "expects", "intends", "will", "would", "may",
"anticipates", "projects" and "envisages" 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 Bidco's or ZPG's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of government
regulation on Bidco's or ZPG's business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements, including: increased competition, the loss of
or damage to one or more key customer relationships, changes to
customer ordering patterns, delays in obtaining customer approvals
for engineering or price level changes, the failure of one or more
key suppliers, the outcome of business or industry restructuring,
the outcome of any litigation, changes in economic conditions,
currency fluctuations, changes in interest and tax rates, changes
in raw material or energy market prices, changes in laws,
regulations or regulatory policies, developments in legal or public
policy doctrines, technological developments, the failure to retain
key management, or the timing and success of future acquisition
opportunities or major investment projects. 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. Bidco disclaims any obligation to update any
forward looking or other statements contained herein, except as
required by applicable law.
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 ZPG for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for ZPG.
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,
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.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
information provided by ZPG Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from ZPG may be provided to Bidco during the offer period as
requested under Section 4 of Appendix 4 of the Takeover Code to
comply with Rule 2.11(c) of the Takeover Code.
Publication on Website and Availability of Hard Copies
A copy of this Announcement shall be made available subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions on ZPG's website at www.zpg.co.uk by no later than 12
noon (London time) on 14 May 2018. For the avoidance of doubt, the
contents of this website are not incorporated into and do not form
part of this Announcement.
You may request a hard copy of this Announcement by contacting
the Equiniti Shareholder Helpline between 8:30 a.m. and 5:30 p.m.
(UK time) Monday to Friday (public holidays excepted) on +44 (0)
371 384 2030 (calls to this number are charged at national rates,
calls from a mobile device may incur network extras) or on +44
(0)121 415 7047 from outside the UK. Calls outside the United
Kingdom will be charged at the applicable international rate. 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.
Rounding
Certain figures included in this Announcement 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.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Takeover Code, ZPG confirms
that as at the date of this Announcement, it has in issue and
admitted to trading on the main market of the London Stock Exchange
438,426,778 ordinary shares of GBP0.001 each (excluding ordinary
shares held in treasury). The International Securities
Identification Number (ISIN) of the ordinary shares is
GB00BMHTHT14.
APPIX I
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE
ACQUISITION
Part A: Conditions to the Scheme and the Acquisition
The Acquisition shall be conditional upon the Scheme becoming
unconditional and effective, subject to the Takeover Code, by not
later than the Long Stop Date or such later date (if any) as Bidco
and ZPG may agree and as the Panel and (if required) the Court may
allow.
1. The Scheme shall be subject to the following conditions:
1.1.
(i) its approval by a majority in number of the Scheme
Shareholders who are present and vote, whether in person or by
proxy, at the Court Meeting and who represent 75 per cent. or more
in value of the Scheme Shares voted by those Scheme Shareholders;
and
(ii) such Court Meeting being held on or before the 22nd day
after the expected date of such meeting as set out in the Scheme
Document (or such later date as may be agreed by Bidco and ZPG and
the Court may allow); and
1.2.
(i) the resolutions required to implement the Scheme being duly
passed by ZPG Shareholders representing 75 per cent. or more of
votes cast at the General Meeting; and
(ii) such General Meeting being held on or before the 22nd day
after the expected date of such meeting as set out in the Scheme
Document (or such later date as may be agreed by Bidco and ZPG and
the Court may allow); and
1.3.
(i) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to ZPG and Bidco) and the delivery of a copy of the
Court Order to the Registrar of Companies; and
(ii) the Court hearing to sanction the Scheme being held on or
before the 22nd day after the expected date of the Court sanction
hearing as set out in the Scheme Document (or such later date as
may be agreed by Bidco and ZPG and the Court may allow).
2. In addition, subject as stated in Part B below and to the
requirements of the Panel, the Acquisition shall be conditional
upon the following Conditions and, accordingly, the Court Order
shall not be delivered to the Registrar of Companies unless such
Conditions (as amended if appropriate) have been satisfied or,
where relevant, waived:
European Commission
(a) the European Commission taking a decision (or being deemed
to have taken a decision) under Article 6(1)(b) (on its own or in
conjunction with Article 6(2)) of Council Regulation (EC) 139/2004
(as amended) (the "Regulation") declaring the Acquisition
compatible with the common market;
(b) if any aspect of the Acquisition is referred to one or more
competent authorities of a European Union or EFTA state under
Article 9 of the Regulation, clearance or confirmation that the
Acquisition may proceed having been received from each such
competition authority;
FCA Approval
(c) the FCA having given, and not withdrawn, written notice of
any required approval in accordance with Part XII of FSMA to the
acquisition of the control of ZPG by Bidco and any other relevant
person acquiring control (each, a "Purchaser Group Controller") of
ZPG pursuant to the Acquisition; or
(d) in the absence of such notice, the FCA being treated, under
section 189(6) of FSMA, as having approved the acquisition of
control of ZPG by the relevant Purchaser Group Controller.
Notifications, waiting periods and Authorisations
(e) excluding the Conditions set out under 2(a) to (d)
(inclusive) above, all material notifications, filings or
applications which are necessary or are reasonably considered
appropriate or desirable by Bidco having been made in connection
with the Acquisition and all necessary waiting periods (including
any extensions thereof) under any applicable legislation or
regulation of any relevant jurisdiction having expired, lapsed or
been terminated (as appropriate) and all statutory and regulatory
obligations in any jurisdiction having been complied with in each
case in respect of the Acquisition and all Authorisations deemed
reasonably necessary or appropriate by Bidco in any jurisdiction
and, except pursuant to Chapter 3 of Part 28 of the Companies Act,
in respect of the acquisition or the proposed acquisition of any
shares or other securities in, or control or management of, ZPG or
any other member of the Wider ZPG Group by any member of the Wider
Bidco Group having been obtained in terms and in a form reasonably
satisfactory to Bidco from all appropriate Third Parties or
(without prejudice to the generality of the foregoing) from any
person or bodies with whom any member of the Wider ZPG Group or the
Wider Bidco Group has entered into contractual arrangements and, to
the extent that the Acquisition or such acquisitions would result
in the termination or withdrawal of a material Authorisation, all
such Authorisations necessary to carry on the business of any
member of the Wider ZPG Group in any jurisdiction which is material
in the context of the Wider ZPG Group having been obtained and all
such Authorisations remaining in full force and effect at the time
at which the Acquisition becomes otherwise wholly unconditional and
there being no notice or intimation of an intention to revoke,
suspend, restrict, modify or not to renew such Authorisations;
General antitrust and regulatory
(f) excluding the Conditions set out under 2(a) to (d)
(inclusive) above and other than in connection with any transaction
or potential transaction on the part of any member of the Wider ZPG
Group that has been Disclosed, no antitrust regulator or Third
Party having given notice of a decision to take, institute or
implement any action, proceeding, suit, investigation, enquiry or
reference (and in each case, not having withdrawn the same), or
having required any action to be taken or otherwise having done
anything, or having enacted, made or proposed any statute,
regulation, decision, order or change to published practice (and in
each case, not having withdrawn the same) and there not continuing
to be outstanding any statute, regulation, decision or order which
would or might reasonably be expected to, in any case to an extent
or in a manner which is or would be material in the context of the
Wider ZPG Group taken as a whole or in the context of the
Acquisition,:
(i) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider Bidco Group or by any member of the Wider ZPG
Group of all or any material part of its businesses, assets or
property or impose any limitation on the ability of all or any of
them to conduct their businesses (or any part thereof) or to own,
control or manage any of their assets or properties (or any part
thereof);
(ii) except pursuant to Chapter 3 of Part 28 of the Companies
Act, require any member of the Wider Bidco Group or the Wider ZPG
Group to acquire or offer to acquire any shares, other securities
(or the equivalent) or interest in any member of the Wider ZPG
Group or any asset owned by any Third Party (other than in the
implementation of the Acquisition);
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Bidco Group
directly or indirectly to acquire, hold or to exercise effectively
all or any rights of ownership in respect of shares or other
securities in ZPG or on the ability of any member of the Wider ZPG
Group or any member of the Wider Bidco Group directly or indirectly
to hold or exercise effectively all or any rights of ownership in
respect of shares or other securities (or the equivalent) in, or to
exercise voting or management control over, any member of the Wider
ZPG Group;
(iv) otherwise adversely affect any or all of the business,
assets or profits of any member of the Wider ZPG Group or any
member of the Wider Bidco Group;
(v) result in any member of the Wider ZPG Group or any member of
the Wider Bidco Group ceasing to be able to carry on business under
any name under which it presently carries on business;
(vi) make the Acquisition, its implementation or the acquisition
of any shares or other securities in, or control or management of,
ZPG by any member of the Wider Bidco Group void, unenforceable
and/or illegal under the laws of any relevant jurisdiction, or
otherwise materially prevent or prohibit, restrict, restrain, or
delay or otherwise to a material extent or otherwise materially
interfere with the implementation of, or impose material additional
conditions or obligations with respect to, or otherwise materially
challenge, impede, interfere or require material amendment of the
Acquisition or the acquisition or proposed acquisition of any
shares or other securities in, or control or management of, ZPG by
any member of the Wider Bidco Group;
(vii) require, prevent or materially delay a divestiture by any
member of the Wider Bidco Group of any shares or other securities
(or the equivalent) in any member of the Wider ZPG Group or any
member of the Wider Bidco Group; or
(viii) impose any material limitation on the ability of any
member of the Wider Bidco Group of any member of the Wider ZPG
Group to conduct, integrate or co-ordinate all or any part of its
business with all or any part of the business of any other member
of the Wider Bidco Group and/or the Wider ZPG Group,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such antitrust regulator or
Third Party could decide to take, institute, or implement any such
action, proceeding, suit, investigation, enquiry or reference or
take any other step under the laws of any jurisdiction in respect
of the Acquisition or the acquisition or proposed acquisition of
any ZPG Shares or otherwise intervene having expired, lapsed or
been terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
(g) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider ZPG Group is a party or
by or to which any such member or any of its assets is or may be
bound, entitled or be subject or any event or circumstance which,
as a consequence of the Acquisition or the acquisition or the
proposed acquisition by any member of the Wider Bidco Group of any
shares or other securities (or the equivalent) in ZPG, could or
might reasonably be expected to result in, in each case to an
extent which is material in the context of the Wider ZPG Group
taken as a whole:
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider
ZPG Group being or becoming repayable, or capable of being declared
repayable, immediately or prior to its or their stated maturity
date or repayment date, or the ability of any such member to borrow
monies or incur any indebtedness being withdrawn or inhibited or
being capable of becoming or being withdrawn or inhibited;
(ii) save in the ordinary course of business, the creation or
enforcement of any mortgage, charge or other security interest over
the whole or any material part of the business, property or assets
of any member of the Wider ZPG Group or any such mortgage, charge
or other security interest (whenever created, arising or having
arisen) becoming enforceable;
(iii) any such arrangement, agreement, lease, licence,
franchise, permit or other instrument being terminated or the
rights, liabilities, obligations or interests of any member of the
Wider ZPG Group being adversely modified or adversely affected or
any obligation or liability arising or any adverse action being
taken or arising thereunder;
(iv) any liability of any member of the Wider ZPG Group to make
any severance, termination, bonus or other payment to any of its
directors, or other officers;
(v) the rights, liabilities, obligations, interests or business
of any member of the Wider ZPG Group under any such arrangement,
agreement, licence, permit, lease or instrument or the interests or
business of any member of the Wider ZPG Group in or with any other
person or body or firm or company (or any arrangement or
arrangement relating to any such interests or business) being or
becoming capable of being terminated, or adversely modified or
affected or any onerous obligation or liability arising or any
adverse action being taken thereunder;
(vi) any member of the Wider ZPG Group ceasing to be able to
carry on business under any name under which it presently carries
on business;
(vii) the value of, or the financial or trading position of, any
member of the Wider ZPG Group being prejudiced or adversely
affected; or
(viii) the creation or acceleration of any liability (actual or
contingent) of any member of the Wider ZPG Group other than trade
creditors or other liabilities incurred in the ordinary course of
business or in connection with the Acquisition,
and, except as Disclosed, no event having occurred which, under
any provision of any arrangement, agreement, licence, permit,
franchise, lease or other instrument to which any member of the
Wider ZPG Group is a party or by or to which any such member or any
of its assets are bound, entitled or subject, would or might
reasonably result in any of the events or circumstances as are
referred to in Conditions (g)(i) to (viii) above, in each case to
the extent material in the context of the Wider ZPG Group taken as
a whole;
Certain events occurring since 30 September 2017
(h) except as Disclosed, no member of the Wider ZPG Group having since 30 September 2017:
(i) issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue, of
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of ZPG
Shares out of treasury (except, where relevant, as between ZPG and
wholly owned subsidiaries of ZPG or between the wholly owned
subsidiaries of ZPG and except for the issue or transfer out of
treasury of ZPG Shares on the exercise of employee share options or
vesting of employee share awards or appropriation of ZPG Shares in
the ordinary course under the ZPG Share Plans);
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than
dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by any wholly owned subsidiary of
ZPG to ZPG or any of its wholly owned subsidiaries;
(iii) other than pursuant to the Acquisition (and except for
transactions between ZPG and its wholly owned subsidiaries or
between the wholly owned subsidiaries of ZPG and transactions in
the ordinary course of business) implemented, effected, authorised
or proposed or announced its intention to implement, effect,
authorise or propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is
material in the context of the Wider ZPG Group taken as a
whole;
(iv) except for transactions between ZPG and its wholly owned
subsidiaries or between the wholly owned subsidiaries of ZPG and
except for transactions in the ordinary course of business disposed
of, or transferred, mortgaged or created any security interest over
any material asset or any right, title or interest in any material
asset or authorised, proposed or announced any intention to do
so;
(v) (except for transactions between ZPG and its wholly owned
subsidiaries or between the wholly owned subsidiaries of ZPG)
issued, authorised or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the
terms of any debentures or become subject to any contingent
liability or incurred or increased any indebtedness which is
material in the context of the Wider ZPG Group as a whole;
(vi) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any material contract,
arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise) except in the ordinary
course of business which is of a long term, unusual or onerous
nature or magnitude or which is or which involves or could involve
an obligation of a nature or magnitude which is reasonably likely
to be materially restrictive on the business of any member of the
Wider ZPG Group;
(vii) entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary to a
material extent the terms of any contract, service agreement,
commitment or arrangement with any director or senior executive of
any member of the Wider ZPG Group, except for (in each case) salary
increases, bonuses or variations of terms in the ordinary
course;
(viii) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any employee of the
Wider ZPG Group;
(ix) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital;
(x) except in the ordinary course of business, waived, compromised or settled any claim;
(xi) except in the ordinary course of business, terminated or
varied the terms of any agreement or arrangement between any member
of the Wider ZPG Group and any other person;
(xii) except in relation to changes made or agreed as a result
of, or arising from, changes to legislation, made or agreed or
consented to any significant change to:
(a) the terms of the trust deeds and rules constituting the
pension scheme(s) established by any member of the Wider ZPG Group
for its directors, employees or their dependants;
(b) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable,
thereunder;
(c) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(d) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued, made, agreed or consented
to;
(xiii) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(xiv) (other than in respect of a member of the Wider ZPG Group
which is dormant and was solvent at the relevant time) taken or
proposed any steps, corporate action or had any legal proceedings
instituted or threatened against it in relation to the suspension
of payments, a moratorium of any indebtedness, its winding-up
(voluntary or otherwise), dissolution, reorganisation or for the
appointment of a receiver, administrator, manager, administrative
receiver, trustee or similar officer of all or any material part of
its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person
in any jurisdiction or had any such person appointed;
(xv) (except for transactions between ZPG and its wholly owned
subsidiaries or between the wholly owned subsidiaries) made,
authorised, proposed or announced an intention to propose any
change in its loan capital;
(xvi) entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing arrangement, partnership
or merger of business or corporate entities which would be
restrictive on the business of any member of the Wider ZPG Group;
or
(xvii) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition (h),
which, in any such case, is material in the context of the Wider
ZPG Group taken as a whole;
No adverse change, litigation or similar
(i) except as Disclosed, since 30 September 2017 there having been:
(i) no adverse change and no circumstance having arisen which
would or might be expected to result in any adverse change in, the
business, assets, financial or trading position or profits or
operational performance of any member of the Wider ZPG Group which
is material in the context of the Wider ZPG Group taken as a
whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened, announced or
instituted by or against or remaining outstanding against or in
respect of, any member of the Wider ZPG Group or to which any
member of the Wider ZPG Group is or may become a party (whether as
claimant, defendant or otherwise) having been threatened,
announced, instituted or remaining outstanding by, against or in
respect of, any member of the Wider ZPG Group, in each case which
is or might reasonably be expected to have a material adverse
effect on the Wider ZPG Group taken as a whole;
(iii) no contingent or other liability having arisen or become
apparent to Bidco or increased other than in the ordinary course of
business which is reasonably likely to affect adversely the
business, assets, financial or trading position or profits or
prospects of any member of the Wider ZPG Group to an extent which
is or might reasonably be expected to be material in the context of
the Wider ZPG Group taken as a whole; and
(iv) no steps having been taken and no omissions having been
made which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider ZPG Group which is necessary for the proper
carrying on of its business and the withdrawal, cancellation,
termination or modification of which is or might reasonably be
expected to have a material adverse effect on the Wider ZPG Group
taken as a whole;
No discovery of certain matters regarding information,
liabilities and environmental issues
(j) except as Disclosed, Bidco not having discovered, and, in
each case to an extent which is material in the context of the
Wider ZPG Group taken as a whole, that:
(i) any financial, business or other information concerning the
Wider ZPG Group publicly announced prior to this date of this
Announcement or disclosed at any time to any member of the Wider
Bidco Group by or on behalf of any member of the Wider ZPG Group
prior to the date of this Announcement is misleading, contains a
material misrepresentation of any fact, or omits to state a fact
necessary to make that information not misleading, in any such case
to a material extent;
(ii) any past or present member of the Wider ZPG Group has not
complied in any material respect with all applicable legislation,
regulations or other requirements of any jurisdiction or any
Authorisations relating to the use, treatment, storage, carriage,
disposal, discharge, spillage, release, leak or emission of any
waste or hazardous substance or any substance likely to impair the
environment (including property) or harm human or animal health or
otherwise relating to environmental matters or the health and
safety of humans, which non-compliance would be likely to give rise
to any material liability including any penalty for non-compliance
(whether actual or contingent) on the part of any member of the
Wider ZPG Group, in each case to an extent which is material in the
context of the Wider ZPG Group taken as a whole;
(iii) there has been a material disposal, discharge, spillage,
accumulation, release, leak, emission or the migration, production,
supply, treatment, storage, transport or use of any waste or
hazardous substance or any substance likely to impair the
environment (including any property) or harm human or animal health
which (whether or not giving rise to non--compliance with any law
or regulation), would be likely to give rise to any material
liability (whether actual or contingent) on the part of any member
of the Wider ZPG Group;
(iv) there is or is reasonably likely to be any material
obligation or liability (whether actual or contingent) or
requirement to make good, remediate, repair, reinstate or clean up
any property, asset or any controlled waters currently or
previously owned, occupied, operated or made use of or controlled
by any past or present member of the Wider ZPG Group (or on its
behalf), or in which any such member may have or previously have
had or be deemed to have had an interest, under any environmental
legislation, common law, regulation, notice, circular,
Authorisation or order of any Third Party in any jurisdiction or to
contribute to the cost thereof or associated therewith or indemnify
any person in relation thereto; or
(v) circumstances exist (whether as a result of making the
Acquisition or otherwise) which would be reasonably likely to lead
to any Third Party instituting (or whereby any member of the Wider
ZPG Group would be likely to be required to institute), an
environment audit or take any steps which would in any such case be
reasonably likely to result in any actual or contingent liability
to improve or install new plant or equipment or to make good,
repair, reinstate or clean up any property of any description or
any asset now or previously owned, occupied or made use of by any
past or present member of the Wider ZPG Group (or on its behalf) or
by any person for which a member of the Wider ZPG Group is or has
been responsible, or in which any such member may have or
previously have had or be deemed to have had an interest, which is
material in the context of the Wider ZPG Group taken as a
whole;
Anti-corruption
(vi) any member of the Wider ZPG Group or any person that
performs or has performed services for or on behalf of any such
company is or has engaged in any activity, practice or conduct
which would constitute an offence under the Bribery Act 2010 or any
other applicable anti-corruption legislation; or
(vii) any member of the Wider ZPG Group is ineligible to be
awarded any contract or business under section 23 of the Public
Contracts Regulations 2006 or section 26 of the Utilities Contracts
Regulations (2006) (each as amended); or
(viii) any past or present member of the Wider ZPG Group has
engaged in any activity or business with, or made any investments
in, or made any payments to any government, entity or individual
covered by any of the economic sanctions administered by the United
Nations or the European Union (or any of their respective member
states) or the United States Office of Foreign Assets Control or
any other governments or supranational body or authority in any
jurisdiction; or
No criminal property
(ix) any asset of any member of the Wider ZPG Group constitutes
criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that
definition).
Part B: Certain further terms of the Acquisition
1. Subject to the requirements of the Panel, Bidco reserves the right to waive:
(i) any of the Conditions set out in the above Condition 1 for
the timing of the Court Meeting, General Meeting, and the Court
hearing to sanction the Scheme and the effectiveness of the Scheme.
If any such deadline is not met, Bidco shall make an announcement
by 8.00 a.m. on the Business Day following such deadline confirming
whether it has invoked or waived the relevant Condition or agreed
with ZPG to extend the deadline in relation to the relevant
Condition; and
(ii) in whole or in part, all or any of the above Conditions 2(a) to (j) (inclusive).
2. If Bidco is required by the Panel to make an offer for ZPG
Shares under the provisions of Rule 9 of the Takeover Code, Bidco
may make such alterations to any of the above Conditions and terms
of the Acquisition as are necessary to comply with the provisions
of that Rule.
3. The Acquisition shall lapse if: (i) in so far as the
Acquisition or any matter arising from or relating to the Scheme or
Acquisition constitutes a concentration with a Community dimension
within the scope of the Regulation, the European Commission either
initiates proceedings under Article 6(1)(c) of the Regulation or
makes a referral to a competent authority in the United Kingdom
under Article 9(1) of the Regulation and there is then a CMA Phase
2 Reference; or (ii) the Acquisition or any matter arising from or
relating to the Scheme or Acquisition becomes subject to a CMA
Phase 2 Reference, in each case before the date of the Court
Meeting.
4. Bidco shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as
fulfilled any of Conditions 2(a) to (j) (inclusive) by a date
earlier than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of the Acquisition may at
such earlier date have been waived or fulfilled and that there are
at such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
5. The ZPG Shares acquired under the Acquisition shall be
acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them, including,
without limitation, voting rights and the right to receive and
retain in full all dividends and other distributions (if any)
declared, made or paid, or any other return of capital (whether by
reduction of share capital or share premium account or otherwise)
made, on or after the date of this Announcement.
6. If, on or after the date of this Announcement, any dividend
or other distribution is declared, paid or made or becomes payable
by ZPG, Bidco reserves the right (without prejudice to any right of
Bidco, with the consent of the Panel, to invoke Condition 2(h)(ii)
above) to reduce the consideration payable under the Acquisition by
the aggregate amount of such dividend or distribution, and
accordingly reduce the Acquisition Price, in which case, the
relevant eligible ZPG Shareholders will be entitled to receive and
retain such dividend and/or distribution.
If any such dividend or distribution and consequent reduction
occurs, any reference in this Announcement to the consideration
payable or the Acquisition Price shall be deemed to be a reference
to the consideration payable or the Acquisition Price as so
reduced.
To the extent that such a dividend or distribution has been
declared, paid, made or is payable, and is or shall be: (i)
transferred pursuant to the Acquisition on a basis which entitles
Bidco to receive the dividend or distribution and to retain it; or
(ii) cancelled, the consideration payable and the Acquisition Price
shall not be subject to change in accordance with this
paragraph.
Furthermore, Bidco reserves the right to reduce the
consideration payable under the Acquisition in respect of a ZPG
Share in such circumstances as are, and by such amount as is,
permitted by the Panel.
Any exercise by Bidco of its rights referred to in this
paragraph shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any
revision or variation of the Acquisition.
7. Bidco reserves the right to elect (with the consent of the
Panel and, where required by the terms of the Cooperation
Agreement, the consent of ZPG) to implement the Acquisition by way
of a takeover offer. In such event, the Acquisition shall be
implemented on substantially the same terms, so far as applicable,
as those which would apply to a Scheme, subject to appropriate
amendments, including (without limitation) an acceptance condition
(subject to the terms of the Cooperation Agreement) at a level
permitted by the Panel.
8. The availability of the Acquisition to persons not resident
in the United Kingdom or the United States may be affected by the
laws of the relevant jurisdictions. Persons who are not resident in
the United Kingdom should inform themselves about and observe any
applicable requirements.
9. The Acquisition is not being made, directly or indirectly,
in, into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any jurisdiction where to do so would
violate the laws of that jurisdiction.
10. The Acquisition is governed by the law of England and Wales
and is subject to the jurisdiction of the English courts and to the
Conditions and further terms set out in this Appendix I and to be
set out in the Scheme Document. The Acquisition shall be subject to
the applicable requirements of the Takeover Code, the Panel, the
London Stock Exchange, the Financial Conduct Authority and the
Listing Rules.
11. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
APPIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
(i) The value placed by the Acquisition on the existing issued
share capital of ZPG is based on 438,426,778 ZPG Shares in issue on
10 May 2018 (excluding shares held in treasury), being the last
dealing day prior to the date of this Announcement.
(ii) The value of the Acquisition on a fully diluted basis has
been calculated on the basis of a fully diluted issued share
capital of 453,857,043 ZPG Shares, which is calculated by reference
to 438,426,778 ZPG Shares in issue on 10 May 2018 (excluding shares
held in treasury) and a further 19,716,891 ZPG Shares which may be
issued on or after the date of this Announcement on the exercise of
options or vesting of awards under the ZPG Share Plans (taking into
account the exercise by ZPG's remuneration committee of applicable
discretions), the exercise of any outstanding warrants and the
vesting of entitlements under the arrangement known as the uSwitch
management performance bonus, less 4,286,626 ZPG Shares held in the
ZPG EBT.
(iii) Unless otherwise stated, all prices and closing prices for
ZPG Shares are closing middle market quotations derived from the
Daily Official List of the London Stock Exchange.
(iv) Volume weighted average prices have been derived from
Bloomberg and have been rounded to the nearest single decimal
place.
(v) Unless otherwise stated, the financial information relating
to ZPG is extracted from the audited final results of the ZPG Group
for the financial year to 30 September 2017, prepared in accordance
with IFRS.
(vi) Certain figures included in this Announcement have been
subject to rounding adjustments.
APPIX III
IRREVOCABLE UNDERTAKINGS
ZPG Directors' Irrevocable Undertakings
Name of ZPG Director Number of ZPG Shares Percentage of ZPG
in respect of which issued share capital
undertaking is given in respect of which
undertaking is given
Mike Evans 34,494 0.01%
---------------------- ----------------------
Alex Chesterman 4,264,453 0.97%
---------------------- ----------------------
Duncan Tatton-Brown 22,727 0.01%
---------------------- ----------------------
Sherry Coutu 460,040 0.10%
---------------------- ----------------------
Robin Klein 315,869 0.07%
---------------------- ----------------------
These irrevocable undertakings also extend to any shares
acquired by the ZPG Directors as a result of the vesting of awards
under the ZPG Share Plans.
These irrevocable undertakings remain binding in the event a
higher competing offer is made for ZPG and will only cease to be
binding if:
-- Bidco announces, with the consent of the Panel and before the
Scheme Document is published, that it does not intend to proceed
with the Acquisition and no new, revised or replacement scheme of
arrangement (or Takeover Offer) is announced by Bidco in accordance
with Rule 2.7 of the Takeover Code at the same time; or
-- the Scheme (or Takeover Offer, as applicable) is withdrawn
with the consent of Bidco or lapses in accordance with its terms,
excluding where:
-- the Scheme is withdrawn or lapses as a result of Bidco
exercising its right to implement the Acquisition by way of a
Takeover Offer rather than a scheme of arrangement; or
-- the lapse or withdrawal either is not, in the case of a
withdrawal, confirmed by Bidco or is followed within five Business
Days by an announcement under Rule 2.7 of the Takeover Code by
Bidco (or a person acting in concert with it) to implement the
Acquisition either by a new, revised or replacement scheme of
arrangement or a Takeover Offer.
DMGZ Irrevocable Undertaking
Name of ZPG Shareholder Number of ZPG Shares Percentage of ZPG
in respect of which issued share capital
undertaking is given in respect of which
undertaking is given
DMGZ 130,953,293 29.87
---------------------- ----------------------
This irrevocable undertaking remains binding in the event a
higher competing offer is made for ZPG and will only cease to be
binding if:
-- the Scheme Document or, if the Acquisition is implemented by
way of a Takeover Offer, the offer document (as the case may be)
has not been posted within 28 days of the issue of this
Announcement (or within such longer period as Bidco, with the
consent of the Panel, determines), provided that if the Acquisition
was initially being implemented by way of the Scheme, and Bidco
elects to exercise its right to implement the Acquisition by way of
a Takeover Offer or vice versa, such 28-day time period shall be
extended to refer to within 28 days of the issue of the press
announcement announcing the change in structure (or such other date
for the posting of the offer document or Scheme Document (as
applicable) as the Panel may require);
-- in the event the Acquisition is to be implemented by way of
the Scheme, the Scheme does not become effective on or before the
Long Stop Date, or otherwise lapses in accordance with its terms,
unless Bidco has announced that it elects, with the consent of the
Panel, to implement the Acquisition by way of a Takeover Offer;
-- in the event the Acquisition is to be implemented by way of a
Takeover Offer, the Takeover Offer does not become or is not
declared wholly unconditional on or before the Long Stop Date, or
lapses in accordance with its terms, unless Bidco has announced
that it elects, with the consent of the Panel, to implement the
Acquisition by way of a scheme of arrangement; or
-- Bidco announces, with the consent of the Panel, that it does
not intend to proceed with the Acquisition.
APPIX IV
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise:
"Acquisition" the direct or indirect acquisition
by Bidco of the entire issued
and to be issued ordinary share
capital of ZPG, to be effected
by means of the Scheme (or by
way of the Takeover Offer under
certain circumstances described
in this Announcement), and, where
the context admits, any subsequent
revision, variation, extension
or renewal thereof;
"Acquisition Price" 490 pence per ZPG Share;
"Announcement" this announcement;
"Authorisations" regulatory authorisations, orders,
recognitions, grants, consents,
clearances, confirmations, certificates,
licences, permissions or approvals;
"Bidco" Zephyr Bidco Limited, a company
incorporated in England and Wales
with company number 11347511;
"Business Day" a day (other than Saturdays,
Sundays and public holidays in
the UK) on which banks are open
for business in the City of London;
"CMA Phase 2 Reference" a reference of the Acquisition
to the chair of the Competition
and Markets Authority for the
constitution of a group under
Schedule 4 to the Enterprise
and Regulatory Reform Act 2013;
"Companies Act" the Companies Act 2006, as amended;
"Competition and Markets Authority" a UK statutory body established
under the Enterprise and Regulatory
Reform Act 2013;
"Conditions" the conditions to the implementation
of the Acquisition, as set out
in Appendix I to this Announcement
and to be set out in the Scheme
Document;
"Confidentiality Agreement" the confidentiality agreement
between Silver Lake Europe LLP
and ZPG dated 16 April 2018;
"Connaught" Connaught (UK) Limited;
"Cooperation Agreement" the agreement dated 11 May 2018
between Bidco and ZPG relating
to, among other things, the implementation
of the Acquisition;
"Court" the High Court of Justice in
England and Wales;
"Court Meeting" the meeting of the Scheme Shareholders
to be convened pursuant to an
order of the Court under the
Companies Act for the purpose
of considering and, if thought
fit, approving the Scheme, including
any adjournment or reconvening
thereof;
"Court Order" the order of the Court sanctioning
the Scheme;
"Credit Suisse" Credit Suisse International;
"CREST" the system for the paperless
settlement of trades in securities
and the holding of uncertificated
securities operated by Euroclear;
"Daily Official List" the Daily Official List published
by the London Stock Exchange;
"Dealing Disclosure" has the same meaning as in Rule
8 of the Takeover Code;
"Disclosed" the information disclosed by,
or on behalf of ZPG: (i) in the
annual report and accounts of
the ZPG Group for the financial
year ended 30 September 2017;
(ii) in the audited final results
of the ZPG Group for the financial
year ended 30 September 2017;
(iii) in this Announcement; (iv)
in any other announcement to
a Regulatory Information Service
by, or on behalf of ZPG prior
to the publication of this Announcement;
(v) in filings made with the
Registrar of Companies and appearing
in ZPG's file at Companies House
within the last two years; or
(vi) as otherwise fairly disclosed
to Bidco (or its respective officers,
employees, agents or advisers)
prior to the date of this Announcement
(including all matters fairly
disclosed in the written replies,
correspondence, documentation
and information provided in an
electronic data room created
by or on behalf of ZPG or sent
to any member of the Wider Bidco
Group or any other person holding
shares in Bidco or any of their
respective advisers during the
due diligence process and whether
or not in response to any specific
request for information made
by any such person);
"DMGZ" DMGZ Limited, a company incorporated
in England and Wales with company
number 00272225;
"Effective Date" the date on which: (i) the Scheme
becomes effective or (ii) if
Bidco elects to implement the
Acquisition by way of a Takeover
Offer, the date on which such
Takeover Offer becomes or is
declared unconditional in all
respects;
"Equity Subscription Agreement" the equity subscription agreement
between Bidco, Westhorpe and
PSP dated 11 May 2018 relating
to, among other things, the equity
funding for the Acquisition;
"Euroclear" Euroclear UK and Ireland Limited;
"Excluded Shares" (i) any ZPG Shares beneficially
owned by Bidco, any member of
the Wider Bidco Group or any
other person holding shares in
Bidco; or (ii) any ZPG Shares
held in treasury by ZPG;
"Facilities Agreements" the Senior Facilities Agreement
and the Second Lien Facility
Agreement;
"FCA" or "Financial Conduct Authority" the Financial Conduct Authority
acting in its capacity as the
competent authority for the purposes
of Part VI of the UK Financial
Services and Markets Act 2000;
"Forms of Proxy" the forms of proxy in connection
with each of the Court Meeting
and the General Meeting, which
will accompany the Scheme Document;
"FSMA" the Financial Services and Markets
Act 2000 including any statutory
instrument, order or regulation
made or issued thereunder and
includes any applicable European
regulation or requirement, as
amended or replaced from time
to time;
"General Meeting" the general meeting of ZPG (including
any adjournment thereof) to be
convened in connection with the
Scheme;
"GIC" GIC Pte Ltd;
"Goldman Sachs" Goldman Sachs International;
"Holdco" Zephyr Holdco Limited, a company
incorporated in England and Wales
with company number 11345273;
"IFRS" International Financial Reporting
Standards;
"Jefferies" Jefferies International Limited;
"Lender" Royal Bank of Canada;
"Listing Rules" the rules and regulations published
by the FCA and contained in the
Listing Rules sourcebook which
is part of the FCA Handbook;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 17 October 2018 or such later
date as may be agreed in writing
by Bidco and ZPG (with the Panel's
consent and as the Court may
approve (if such approval(s)
are required));
"Midco 2" Zephyr Midco 2 Limited, a company
incorporated in England and Wales
with company number 11346641,
being the direct parent company
of Bidco;
"Official List" the list maintained by the FCA
in accordance with section 74(1)
of FSMA for the purposes of Part
6 of FSMA;
"Opening Position Disclosure" has the same meaning as in Rule
8 of the Takeover Code;
"Overseas Shareholders" ZPG Shareholders (or nominees
of, or custodians or trustees
for ZPG Shareholders) not resident
in, or nationals or citizens
of, the United Kingdom or the
United States;
"Panel" the Panel on Takeovers and Mergers;
"PSP" PSP Investments Holding Europe
Limited;
"Purchaser Group Controller" Bidco and any other relevant
person acquiring control of ZPG
pursuant to the Acquisition;
"Registrar of Companies" the Registrar of Companies in
England and Wales;
"Regulation" has the meaning given to it in
paragraph 2(a) of Appendix I
to this Announcement;
"Regulatory Information Service" any of the services set out in
Appendix I to the Listing Rules;
"Restricted Jurisdiction" any jurisdiction where local
laws or regulations may result
in a significant risk of civil,
regulatory or criminal exposure
if the Acquisition is extended
or made available in that jurisdiction
or if information concerning
the Acquisition is made available
in that jurisdiction;
"Robey Warshaw" Robey Warshaw LLP;
"Scheme" the proposed scheme of arrangement
under Part 26 of the Companies
Act between ZPG and the Scheme
Shareholders in connection with
the Acquisition, with or subject
to any modification, addition
or condition approved or imposed
by the Court and agreed by ZPG
and Bidco;
"Scheme Document" the document to be sent to ZPG
Shareholders containing, amongst
other things, the Scheme and
the notices convening the Court
Meeting and the General Meeting;
"Scheme Record Time" the time and date specified in
the Scheme Document, expected
to be 6.00 p.m. on the business
day immediately prior to the
Effective Date;
"Scheme Shares" ZPG Shares:
(a) in issue as at the date of
the Scheme Document;
(b) (if any) issued after the
date of the Scheme Document and
prior to the Scheme Voting Record
Time; and
(c) (if any) issued on or after
the Scheme Voting Record Time
and before the Scheme Record
Time, either on terms that the
original or any subsequent holders
thereof shall be bound by the
Scheme or in respect of which
the holders thereof shall have
agreed in writing to be bound
by the Scheme,
but in each case other than the
Excluded Shares;
"Scheme Shareholders" holders of Scheme Shares;
"Scheme Voting Record Time" the time and date specified in
the Scheme Document by reference
to which entitlement to vote
on the Scheme will be determined;
"Second Lien Facility Agreement" the second lien facility agreement
entered into with the Second
Lien Lender to, inter alia, provide
funding for the Acquisition;
"Second Lien Lender" Royal Bank of Canada;
"Senior Facilities Agreement" the senior facilities agreement
entered into with the Lender
to provide funding for the Acquisition;
"Significant Interest" In relation to an undertaking,
a direct or indirect interest
of 20 per cent. or more of the
total voting rights conferred
by the equity share capital (as
defined in section 548 of the
Companies Act) of such undertaking;
"Silver Lake" Silver Lake Management Company
V, LLC;
"Silver Lake Co-Invest" Silver Lake (Offshore) AIV GP
V, Ltd (acting in its capacity
as general partner of SLP Zephyr
Co-Invest L.P.);
"Silver Lake Fund" Silver Lake Partners V Cayman,
L.P.;
"Takeover Code" the City Code on Takeovers and
Mergers;
"Takeover Offer" should the Acquisition be implemented
by way of a takeover offer as
defined in Chapter 3 of Part
28 of the Companies Act, the
offer to be made by or on behalf
of Bidco to acquire the entire
issued and to be issued share
capital of ZPG and, where the
context admits, any subsequent
revision, variation, extension
or renewal of such takeover offer;
"Third Party" each of a central bank, government
or governmental, quasi-governmental,
supranational, statutory, regulatory,
environmental, administrative,
fiscal or investigative body,
court, trade agency, association,
institution, environmental body,
employee representative body
or any other body or person whatsoever
in any jurisdiction;
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland;
"United States" or "US" the United States of America,
its territories and possessions,
any state of the United States
of America, the District of Columbia
and all other areas subject to
its jurisdiction and any political
sub-division thereof;
"US Exchange Act" the US Securities Exchange Act
of 1934, as amended;
"Westhorpe" Westhorpe Investment Pte Ltd;
"Wider Bidco Group" Bidco, funds managed by Silver
Lake and their respective associated
undertakings and any other body
corporate, partnership, joint
venture or person in which Bidco
and all such undertakings (aggregating
their interests) have a Significant
Interest;
"Wider ZPG Group" ZPG and associated undertakings
and any other body corporate,
partnership, joint venture or
person in which ZPG and such
undertakings (aggregating their
interests) have a Significant
Interest;
"ZPG" ZPG Plc;
"ZPG DBP" the ZPG Deferred Bonus Plan adopted
by the board of directors on
4 June 2014;
"ZPG Directors" the directors of ZPG;
"ZPG EBT" the ZPG Employee Benefit Trust
administered by Equiniti Trust
(Jersey) Limited;
"ZPG ESOS" the ZPG Executive Share Option
Scheme 2007 and the ZPG Executive
Share Option Scheme 2012 adopted
by the board of directors on
29 August 2007 and 31 May 2012
respectively;
"ZPG Group" ZPG and its subsidiary undertakings
and, where the context permits,
each of them;
"ZPG LTIP" the ZPG Long Term Incentive Plan
adopted by the board of directors
on 4 June 2014;
"ZPG Shareholders" or "Shareholders" the holders of ZPG Shares;
"ZPG Share Plans" the ZPG DBP, the ZPG ESOS, the
ZPG LTIP, the ZPG SIAP, the ZPG
SIP and the ZPG VCP, in each
case as amended from time to
time;
"ZPG Shares" the existing unconditionally
allotted or issued and fully
paid ordinary shares with a nominal
value of GBP0.001 each in the
capital of ZPG and any further
such ordinary shares which are
unconditionally allotted or issued
before the Scheme becomes effective.
"ZPG SIAP" the ZPG Staff Incentive Award
Plan adopted by the board of
directors on 22 September 2017;
"ZPG SIP" the ZPG Share Incentive Plan
adopted by the board of directors
on 4 June 2014; and
"ZPG VCP" the ZPG Value Creation Plan including
its extension as approved by
shareholders on 1 October 2015
and 30 January 2018.
For the purposes of this Announcement, "subsidiary", "subsidiary
undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
All references to "US$", "$" and "US Dollars" are to the lawful
currency of the United States.
All the times referred to in this Announcement are London times
unless otherwise stated.
References to the singular include the plural and vice
versa.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQGGUMPAUPRUAG
(END) Dow Jones Newswires
May 11, 2018 02:00 ET (06:00 GMT)
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