TIDMRM. TIDMCNCT
RNS Number : 1783W
RM PLC
07 February 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
7 February 2017
RM plc
("RM" or the "Company")
PROPOSED ACQUISITION OF THE EDUCATION & CARE BUSINESS OF
CONNECT GROUP PLC
Summary
RM, a leading independent supplier of resources, IT software and
IT services to the UK and international education market, today
announces the proposed acquisition of the Education & Care
business of Connect Group PLC ("Connect Education & Care") for
a consideration of GBP56.5 million on a cash and debt free basis,
subject to customary adjustments (the "Acquisition"). RM will also
assume Connect Education & Care's pension schemes which
reported a combined net liability of GBP7.9 million on an IAS 19
basis as at 31 August 2016.
The consideration payable represents a multiple of 6.3 times
Connect Education & Care's EBITDA(1) and 5.1 times EBITDA(1)
for the year ended 31 August 2016, including the benefit of
expected synergies.
Connect Education & Care is a leading, independent supplier
of branded and own brand products primarily to educational
institutions. Connect Education & Care currently serves over
30,000 customers, predominantly in the UK, providing an extensive
range of over 40,000 commodity and education resources products
through its well-established "The Consortium" and "West Mercia
Supplies" brands.
For the year ended 31 August 2016, Connect Education & Care
reported revenues of GBP64.8 million, EBITDA(1) of GBP9.0 million
and EBIT(1) of GBP7.8 million.
The Acquisition, and its associated expenses, will be funded
from a combination of the Group's existing cash reserves and a new
GBP75 million revolving credit facility. The Board believes that,
following the Acquisition, RM will continue to have a strong
balance sheet with a pro forma net debt to EBITDA ratio of 0.7
times(2) .
The Board believes that there is a compelling strategic
rationale to combining Connect Education & Care and TTS, RM's
existing and well-established education supplies business, and that
the Acquisition would provide a number of operational and financial
benefits which are expected to create material value for
Shareholders.
In particular, the Board of RM believes that the combination of
Connect Education & Care and TTS creates:
-- A leader in the UK educational supplies market
-- The combined business would have strong positions in the UK
early years, primary and secondary school education segments with
complementary geographical footprints across the UK
-- A comprehensive and better balanced product portfolio
-- Connect Education & Care's own label products are
complementary to TTS's curriculum focused, added value resources
portfolio, adding breadth and resilience to revenues
-- A substantial e-commerce platform
-- By combining the capabilities and knowledge in e-commerce,
the Enlarged Group would be well placed to take advantage of the
increasing move to online purchasing
-- An international channel of scale
-- The combined business would have an increased scale
internationally providing further opportunities for growth
-- Expected pre-tax cost synergies of at least GBP2 million p.a.
-- The Board expects that the combination of TTS and Connect
Education & Care would deliver annual run-rate pre-tax cost
savings of at least GBP2.0 million (before integration costs) by 12
months following Completion
-- Significant value for shareholders
-- The Acquisition is expected to be accretive to RM's adjusted
earnings per share in the first year and achieve an adjusted return
on invested capital above RM's cost of capital.(3)
The Acquisition is of sufficient size relative to that of the
Group to constitute a Class 1 transaction under the Listing Rules
and is therefore conditional upon the approval of Shareholders in
General Meeting.
The Acquisition is also conditional, amongst other things, on
obtaining CMA Clearance. The date of the General Meeting will be
confirmed in a Circular to be published in connection with the
Acquisition. The Acquisition is expected to complete in the first
half of RM's 2017 financial year.
The Circular is expected to be published as soon as practicable
and will be made available on RM's website (www.rmplc.com) and will
be submitted to the National Storage Mechanism and be available for
inspection at www.morningstar.co.uk/uk/nsm.do.
Analyst and investor presentation
RM will host an analyst and investor presentation at 11:00 a.m.
today at the offices of FTI Consulting, 200 Aldersgate, Aldersgate
Street, London, EC1A 4HD.
Copies of this announcement and of the analyst and investor
presentation on the Acquisition will be made available on RM's
website (www.rmplc.com) today.
For further information, please contact:
+44 (0)8450
RM plc: 700 300
David Brooks
Neil Martin
Rothschild - Financial Adviser and +44 (0)20 7280
Sponsor: 5000
Neil Thwaites
Nathalie Ferretti
+44 (0)20 7260
Numis: 1000
Simon Willis
Mark Lander
+44 (0)20 7418
Peel Hunt: 8900
Edward Knight
+44 (0)20 3727
FTI Consulting: 1000
Chris Lane
Elena Kalinskaya
Notes
1 Before non-recurring items
2 Based on RM's net cash position of GBP40 million as at 30
November 2016, a consideration of GBP56.5 million, estimated
transaction costs and expenses of c.GBP3.5 million and RM reported
results for the year ended 30 November 2016 and Connect Education
& Care's reported results for the year ended 31 August 2016
3 Including annual run-rate pre-tax synergies of GBP2.0
million
This summary should be read in conjunction with the full text of
this announcement. Certain defined terms used in this announcement
are set out in the appendix to this announcement.
Important Notice
This announcement is for information purposes only and does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire ordinary
shares in the capital of the Company. In particular, this
announcement does not constitute or form part of any offer to issue
or sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States.
This announcement has been issued by, and is the sole
responsibility of, the Company. No person has been authorised to
give any information or to make any representations other than
those contained in this announcement and, if given or made, such
information or representations must not be relied on as having been
authorised by the Company or N M Rothschild & Sons Limited
("Rothschild").
Rothschild, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (the "FCA"), is acting
exclusively for the Company and no one else in connection with the
Acquisition and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the
Acquisition and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Acquisition or any matters
referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Rothschild by the Financial Services and Markets
Act 2000 or the regulatory regime established thereunder,
Rothschild does not accept any responsibility whatsoever for the
contents of this announcement, and makes no representation or
warranty, express or implied, for the contents of this
announcement, including its accuracy, completeness or verification,
or for any other statement made or purported to be made by it, or
on its behalf, in connection with the Company or the Acquisition,
and nothing in this announcement is or shall be relied upon as, a
promise or representation in this respect whether as to the past or
future. Rothschild accordingly disclaims to the fullest extent
permitted by law all and any liability whether arising in tort,
contract or otherwise (save as referred to above) which it might
otherwise have in respect of this announcement or any such
statement.
No statement in this announcement is intended to be a profit
forecast or estimate and no statement in this announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will",
"would" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not historical facts. They
appear in a number of places throughout this announcement and
include statements regarding the Directors' current intentions,
beliefs or expectations concerning, among other things, the
Company's results of operations, financial condition, liquidity,
prospects, growth, strategies and the Company's markets. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Actual
results and developments could differ materially from those
expressed or implied by the forward-looking statements.
Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements in this announcement
are based on certain factors and assumptions, including the
Directors' current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company's operations,
results of operations, growth strategy and liquidity. Whilst the
Directors consider these assumptions to be reasonable based upon
information currently available, they may prove to be incorrect.
Save as required by applicable law or the Listing Rules or the
Disclosure Guidance and Transparency Rules of the FCA, the Company
undertakes no obligation to release publicly the results of any
revisions to any forward-looking statements in this announcement
that may occur due to any change in the Directors' expectations or
to reflect events or circumstances after the date of this
announcement.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
7 February 2017
RM plc
("RM" or the "Company")
PROPOSED ACQUISITION OF THE EDUCATION & CARE BUSINESS OF
CONNECT GROUP PLC
1. Introduction
RM today announces that it has entered into a conditional
agreement to acquire the entire issued share capital of Connect
Education & Care for a consideration of GBP56.5 million on a
cash-free, debt-free basis, subject to customary adjustments. RM
will also assume Connect Education & Care's pension schemes
which reported a combined net liability of GBP7.9 million on an IAS
19 basis as at 31 August 2016.
The consideration to be paid for Connect Education & Care
will be satisfied entirely in cash at Completion, funded through
existing resources and new debt facilities, and represents a
multiple of 6.3 times Connect Education & Care's EBITDA (before
non-recurring items) of GBP9.0 million for the year ended 31 August
2016. Including expected annual run-rate pre-tax synergies of
GBP2.0 million, the consideration represents a multiple of 5.1
times Connect Education & Care's EBITDA (before non-recurring
items) for the year ended 31 August 2016.
Connect Education & Care is a leading independent supplier
of branded and own brand products primarily to educational
institutions. The Acquisition represents a strategic opportunity
for RM to enhance significantly the scale and offering of its
education resources business. The Board believes that the
combination of RM's education resources business, TTS, and Connect
Education & Care would lead to an expanded, more diversified
and better balanced product portfolio, comprising a wide spectrum
of higher, value-added, curriculum focussed resources and essential
commodity and education resource products. The businesses also have
complementary geographic coverage and customer relationships, and
combined would have an improved purchasing position and benefit
from other significant operational improvement opportunities.
The Acquisition is of sufficient size relative to that of the
Group to constitute a Class 1 transaction under the Listing Rules
and is therefore conditional upon the approval of Shareholders.
Accordingly, Shareholder approval of the Acquisition is being
sought at a General Meeting, the date of which will be confirmed in
the Circular relating to the Acquisition which is expected to be
published as soon as practicable.
2. Information on Connect Education & Care
Connect Education & Care is a leading, independent supplier
of branded and own brand products primarily to educational
institutions. Connect Education & Care currently serves over
30,000 customers, predominantly in the UK, providing an extensive
range of over 40,000 commodity and education resources products
through its well-established "The Consortium" and "West Mercia
Supplies" brands. Approximately 95 per cent. of reported revenues
in the year ended 31 August 2016 were made to the education sector
in the UK and abroad (comprising primary, secondary, independent
and other educational establishments).
Connect Education & Care's head office and primary
distribution centre are both based in Trowbridge and it operates an
additional storage facility in Shrewsbury. Connect Education &
Care currently has approximately 300 full time employees throughout
the UK and operates as a trading division of Connect Group PLC.
For the year ended 31 August 2016, Connect Education & Care
reported revenues of GBP64.8 million (2015: GBP65.9 million),
EBITDA (before non-recurring items) of GBP9.0 million (2015: GBP8.7
million) and EBIT (before non-recurring items) of GBP7.8 million
(2015: GBP7.8 million). Connect Education & Care's total
reported assets were GBP57.4 million as at 31 August 2016 (2015:
GBP63.6 million).
3. Background to, and reasons for, the Acquisition
RM is listed on the premium listing segment of the Official List
and provides resources, IT software and IT services to the
education market, primarily in the UK as well as internationally.
The Group operates through three divisions: RM Resources (trading
under the "TTS" brand), RM Education and RM Results. Following a
strategic review in 2011, and subsequent disposals of non-core
assets, the Board believes that the Group is now well-positioned to
focus on consolidating and further strengthening its position in
its key markets.
The Board further believes that there is a compelling strategic
rationale to combining Connect Education & Care and TTS and
that the Acquisition would provide a number of operational and
financial benefits which are expected to create material value for
Shareholders. In particular:
-- Become a market leader - TTS and Connect Education & Care
are two of the leading providers in the approximately GBP2.0
billion UK educational resources market. The Acquisition is
expected to enhance the Group's position within this fragmented
market. The combined businesses would create a market leader in the
primary and early years segments and TTS would benefit from Connect
Education & Care's much stronger position in the secondary
school segment at a time when pupil numbers in secondary schools
are set to grow after years of decline.
-- Complementary product offering - Connect Education &
Care's own label, commodity products are complementary to TTS's
curriculum focused classroom resources (with its proprietary
intellectual property). This would offer schools and nurseries a
wider range of education resources from a single supplier. Each of
Connect Education & Care's and TTS's respective brand
identities would be of central importance to the success of the
Enlarged Group in retaining existing and attracting new customers.
It is the Board's intention that the Enlarged Group would continue
to retain Connect Education & Care's "The Consortium" and "West
Mercia Supplies" brands and the TTS brand.
-- Better balanced product portfolio - Connect Education &
Care's revenues are typically less impacted than TTS's by
fluctuations in spending in the UK educational resources market as
a major proportion of Connect Education & Care's products are
consumable and essential purchases. The Enlarged Group would
benefit from enhanced resilience.
-- Improved UK regional presence - The combination of Connect
Education & Care and TTS would provide the Enlarged Group with
a broader footprint across the UK.
-- Substantial e-commerce platform - Connect Education &
Care and TTS have both invested in e-commerce platforms. Their
combined capabilities and knowledge in this area would ensure that,
together, they are well placed to take advantage of the increasing
move to online purchasing.
-- International channel of scale - Both TTS and Connect
Education & Care are growing strongly in English speaking
international schools. In addition, TTS is having significant
success selling its own IPR products to the export market through
in-region distributors. The Enlarged Group would have improved
scale internationally and could lead to growth opportunities as a
consequence.
-- Combined procurement synergies - The combination of Connect
Education & Care and TTS would create a business with improved
procurement synergies across the supply chain.
-- Creates enhanced shareholder value - The Acquisition is
expected to be accretive to the Group's adjusted earnings per share
in the first year and, including annual run-rate pre-tax synergies
of GBP2.0 million, achieve an adjusted return on invested capital
above RM's cost of capital.
The Board believes that there are several areas for potential
cost synergies from the combined businesses including:
-- Optimisation of combined product lines;
-- Reduction of duplicative senior executive roles and head office efficiencies;
-- Optimisation of third party sourcing, freight and logistics; and
-- Sharing of best practice between Connect Education & Care and TTS.
The Board expects that the combination of TTS and Connect
Education & Care would deliver full run rate, pre-tax cost
savings of at least GBP2.0 million (before integration costs) by 12
months following Completion. These synergies are expected to be
realised from cost reductions, principally through purchasing
optimisation, the elimination of duplicative senior executive roles
and head office efficiencies and other functions and efficiency
savings. The expected one-off cash costs to implement the
integration and deliver synergies are estimated at approximately
GBP2.5 million to be incurred by the 12 months following
Completion.
The synergies identified above reflect both beneficial elements
and costs and could not be achieved independently as they are
contingent on the Acquisition. This statement of estimated cost
savings relates to future actions and circumstances which by their
nature involve risks, uncertainties, contingencies and other
factors. As a result, the cost savings referred to may not be
achieved, or those achieved may be materially different from those
estimated. The figures regarding expected synergies set out in this
announcement are unaudited numbers based on management
estimates.
A detailed integration plan, led by senior executives of RM, TTS
and Connect Education & Care, will be established to deliver
benefits from the combination of TTS and Connect Education &
Care, including the formation of an integration steering group with
key individuals from RM. This integration plan includes a cost
synergy plan; ensuring excellent customer, supplier and employee
communications; ensuring use of best practice across the Enlarged
Group; and implementing a unified structure over time.
4. Principal terms of the Acquisition
Pursuant to the Acquisition Agreement, the Group has
conditionally agreed to purchase the entire issued share capital of
Connect Education & Care for a cash consideration of GBP56.5
million on a cash free, debt free basis, subject to customary
adjustments. RM will also assume Connect Education & Care's
pension schemes which reported a combined net liability of GBP7.9
million on an IAS 19 basis as at 31 August 2016.
The Acquisition, and associated expenses, will be funded from a
combination of the Group's existing cash reserves and new debt
facilities.
The Acquisition is conditional upon, amongst other things, the
approval of the Acquisition by Shareholders and the receipt of
Clearance from the CMA.
While the Company does not consider that the Acquisition will
result in any substantial lessening of competition on any relevant
frame of reference, the CMA will conduct an assessment of the
Acquisition. The CMA's initial assessment (the "Phase I review")
will involve contacting a number of third parties, including
customers, competitors and suppliers. The Phase I review must be
completed within 40 working days from the date of formal
notification. The CMA will subsequently decide whether or not to
conduct a more thorough in-depth review, lasting 24 weeks ("Phase
II review"). Pre-notification discussions with the CMA will
commence shortly, followed by formal notification to start the
Phase I review.
The Acquisition is expected to complete in the first half of
RM's current financial year ending 30 November 2017.
In the unlikely event that the CMA opens a Phase II review, the
Group may, in certain circumstances, elect to terminate the
Acquisition Agreement and pay to the Seller a break fee of GBP1.0
million (inclusive of any irrecoverable VAT).
5. Financing of the Acquisition
The Board has given careful consideration as to the financing of
the Acquisition, including the impact on gearing, in light of what
the Board deems to be a prudent, long-term capital structure for
the Enlarged Group. The Board has concluded that the Acquisition,
and its associated expenses, should be funded from a combination
of:
-- New facilities made available under the New Facility
Agreement, comprising a GBP75 million revolving credit facility;
and
-- The Group's existing cash reserves.
The amount of funds available under the revolving credit
facility will be reduced by GBP5 million at each of the dates
falling 12 months, 18 months and 24 months following Completion,
reducing to a total facility size of GBP60 million.
The Board believes that, following the Acquisition, RM will
continue to have a strong balance sheet with a pro forma net debt
to EBITDA ratio of 0.7 times. The Group retains full flexibility to
realise its additional strategic organic growth objectives and
targeted investment opportunities following the Acquisition.
In the event that the Acquisition does not complete, the New
Facility will not come into effect and the Current Facility will
remain in force.
6. Financial effects of the Acquisition
The Board expects that the Acquisition would be accretive to
adjusted earnings per share in the first year and, including annual
run-rate pre-tax synergies of GBP2.0 million, would achieve an
adjusted return on invested capital above RM's cost of capital.
7. Dividend policy
Following Completion of the Acquisition, the Board intends to
continue to adopt a progressive dividend policy with the objective
of a dividend cover of between two to three times.
8. Current trading, prospects and trends of the Enlarged Group
RM
2016 was a year of good progress for RM. Although revenue
declined as expected, adjusted operating profits and margins
improved compared with the prior year. Cash conversion also
improved markedly and the Group finished the year with net cash of
GBP40 million.
RM Resources saw a decline in revenues compared with the prior
year during which school expenditure on curriculum resources was
higher due to primary school curriculum change. Schools were also
impacted by unfunded increases in pension and National Insurance
costs. International revenues continued to grow and the division's
margins were maintained.
RM Results delivered good revenue and profit growth supported by
an expanded e-testing managed service contract. The division's
future market position was further strengthened by the renewal of
several long term contracts and the securing of an e-assessment
contract which, for the first time, combines both e-testing and
e-marking.
RM Education revenues declined as a result of its continued
reshaping whilst profitability grew and operating margins improved.
A further step was undertaken towards the end of the year to remove
UK headcount from the lowest margin parts of the business. 2017
will be the last year in which BSF contracts are a significant
contributor. Recurring annuity revenues are running at over 60 per
cent. of the total.
The Group continues to have a strong balance sheet, with cash
and short term deposits at the year-end of GBP40.0 million (2015:
GBP48.3 million). This was after a GBP12 million pension
contribution in the year which included a one off GBP8 million
payment associated with the May 2015 triennial valuation.
The outlook for 2017 is affected by continued pressure on school
budgets and adverse changes in foreign exchange rates following the
EU Referendum result. However, management is focussed on all three
divisions continuing to deliver sound operating margins.
Connect Education & Care
On 26 January 2017, Connect Group released a trading update
statement for the 20 week period to 21 January 2017. Connect
Education & Care's reported total and like for like revenues
both decreased by 4.6 per cent. Core reported revenues decreased by
4.4 per cent. with increased revenues in early years being offset
by difficult trading conditions in its other markets.
9. General Meeting
The date of the General Meeting will be confirmed in the
Circular to be published in connection with the Acquisition. The
purpose of the meeting will be to approve the Resolution in
connection with the Acquisition.
The Resolution will propose that the Acquisition is approved and
that the Directors be authorised to take all steps and enter into
all agreements and arrangements necessary or desirable to implement
the Acquisition. The Resolution will be proposed as an ordinary
resolution which will be passed if more than 50 per cent. of the
votes cast are in favour. In the event that the Resolution is not
passed, the Acquisition will not proceed.
10. Recommendation
The Board has received advice from Rothschild in connection with
the Acquisition. In providing advice to the Board, Rothschild has
relied upon the Board's commercial assessment of the Acquisition.
The Board considers the terms of the Acquisition to be in the best
interests of the Company and its Shareholders taken as a whole.
Accordingly, the Board intends to unanimously recommend that
Shareholders vote in favour of the Resolution to be proposed at the
General Meeting, as the Directors (and certain of their connected
persons) intend to do so in relation to their own individual
holdings which amount in total to 456,728 Ordinary Shares,
representing approximately 0.55 per cent. of the existing issued
share capital of the Company as at 6 February 2017 (being the
latest practicable date prior to publication of this
announcement).
APPIX
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context otherwise requires:
"Acquisition Agreement" the conditional agreement
dated 7 February 2017
and made between the Company,
the Seller and Connect
Group relating to the
Acquisition, further details
of which will be set out
in the Circular
"Board" or "Directors" the board of directors
of the Company, or any
duly authorised committee
thereof
"Circular" the circular to be published
in connection with the
Acquisition
"Clearance" Phase I Clearance or Phase
II Clearance, as applicable
"CMA" the UK Competition and
Markets Authority
"Company" or "RM" RM plc, registered in
England and Wales with
registered number 01749877
"Completion" completion of the Acquisition
in accordance with the
terms of the Acquisition
Agreement
"Connect Education & Care" Hedglane Limited, registered
in England and Wales with
registered number 06470133
"Connect Group" Connect Group PLC, registered
in England and Wales with
registered number 05195191
"Current Facility" the facility agreement
dated January 2012 and
made between the Company
and Barclays Bank plc
"EBIT" earnings before interest
and tax
"EBITDA" earnings before interest,
tax, depreciation and
amortisation
"Enlarged Group" the Group as enlarged
by the Acquisition
"FCA" the UK Financial Conduct
Authority
"General Meeting" the general meeting of
the Company to be convened
in connection with the
Acquisition, notice of
which will be set out
in the Circular
"Group" the Company, its subsidiaries
and its subsidiary undertakings
as at the date of this
announcement
"IPR" Intellectual Property
Rights
"Listing Rules" the Listing Rules made
by the FCA pursuant to
section 73A of the FSMA
"New Facility Agreement" the conditional facility
agreement dated 7 February
2017 and made between
the Company, Barclays
Bank plc and HSBC Bank
plc relating to the debt
financing of the Acquisition,
further details of which
will be set out in the
Circular
"Ordinary Shares" ordinary shares of 2 2/7
pence in the capital of
the Company
"Phase I Clearance" means, in so far as the
Acquisition qualifies
for investigation under
the merger control provisions
of the Enterprise Act
2002, receipt of confirmation
from the CMA, on terms
reasonably satisfactory
to the Company, that no
reference will be made
under section 22 or 33
of the Enterprise Act
2002 in respect of the
Acquisition or any part
of it
"Phase II Clearance" means, following a reference
under section 22 or 33
of the Enterprise Act
2002, receipt of confirmation
from the CMA, on terms
reasonably satisfactory
to the Company, that either:
(a) the Acquisition may
not be expected to result
in a substantial lessening
of competition for the
purposes of Part 3 of
the Enterprise Act 2002;
or
(b) although the Acquisition
may be expected to result
in a substantial lessening
of competition, it may
nonetheless proceed, such
decision being either
unconditional or conditional
on the CMA's acceptance
of any remedies, commitments
and undertakings offered
to remedy the substantial
lessening of competition
"Resolution" the resolution to approve
the Acquisition that will
be set out in the notice
convening the General
Meeting contained in the
Circular
"Seller" Smiths News Holdings Limited,
registered in England
and Wales with registered
number 04236079
"Shareholders" holders of Ordinary Shares
"TTS" TTS Group Limited, registered
in England and Wales with
registered number 04373761,
a wholly-owned subsidiary
of RM
Important Notice
This announcement is for information purposes only and does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire ordinary
shares in the capital of the Company. In particular, this
announcement does not constitute or form part of any offer to issue
or sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States.
This announcement has been issued by, and is the sole
responsibility of, the Company. No person has been authorised to
give any information or to make any representations other than
those contained in this announcement and, if given or made, such
information or representations must not be relied on as having been
authorised by the Company or N M Rothschild & Sons Limited
("Rothschild").
Rothschild, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (the "FCA"), is acting
exclusively for the Company and no one else in connection with the
Acquisition and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the
Acquisition and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Acquisition or any matters
referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Rothschild by the Financial Services and Markets
Act 2000 or the regulatory regime established thereunder,
Rothschild does not accept any responsibility whatsoever for the
contents of this announcement, and makes no representation or
warranty, express or implied, for the contents of this
announcement, including its accuracy, completeness or verification,
or for any other statement made or purported to be made by it, or
on its behalf, in connection with the Company or the Acquisition,
and nothing in this announcement is or shall be relied upon as, a
promise or representation in this respect whether as to the past or
future. Rothschild accordingly disclaims to the fullest extent
permitted by law all and any liability whether arising in tort,
contract or otherwise (save as referred to above) which it might
otherwise have in respect of this announcement or any such
statement.
No statement in this announcement is intended to be a profit
forecast or estimate and no statement in this announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will",
"would" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not historical facts. They
appear in a number of places throughout this announcement and
include statements regarding the Directors' current intentions,
beliefs or expectations concerning, among other things, the
Company's results of operations, financial condition, liquidity,
prospects, growth, strategies and the Company's markets. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Actual
results and developments could differ materially from those
expressed or implied by the forward-looking statements.
Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements in this announcement
are based on certain factors and assumptions, including the
Directors' current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company's operations,
results of operations, growth strategy and liquidity. Whilst the
Directors consider these assumptions to be reasonable based upon
information currently available, they may prove to be incorrect.
Save as required by applicable law or the Listing Rules or the
Disclosure Guidance and Transparency Rules of the FCA, the Company
undertakes no obligation to release publicly the results of any
revisions to any forward-looking statements in this announcement
that may occur due to any change in the Directors' expectations or
to reflect events or circumstances after the date of this
announcement.
[END]
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQZMGGZVNNGNZG
(END) Dow Jones Newswires
February 07, 2017 02:00 ET (07:00 GMT)