TIDMSTOB TIDMALG
RNS Number : 6206F
Stobart Group Limited
18 June 2012
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
18 June 2012
RECOMMENDED CASH OFFER
for
AUTOLOGIC HOLDINGS PLC
by
STOBART HOLDINGS LIMITED
(a wholly owned subsidiary of Stobart Group Limited)
TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER PART 26
OF THE COMPANIES ACT 2006
Summary
Stobart Group Limited ("Stobart") and Autologic Holdings plc
("Autologic") are pleased to announce that they have reached
agreement on the terms of a recommended cash offer pursuant to
which Stobart Holdings Limited ("Stobart Holdings"), a wholly owned
subsidiary of Stobart, will acquire the entire issued and to be
issued ordinary share capital of Autologic. It is intended that the
Offer will be effected by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act. Unless otherwise
defined, all capitalised terms shall have the meaning ascribed to
them in Appendix IV of this announcement.
Under the terms of the Offer, Scheme Shareholders will be
entitled to receive 20 pence in cash for each Autologic Share held,
representing a premium of approximately:
- 73.9 per cent. to the Closing Price of 11.5 pence per
Autologic Share on 23 May 2012 (being the last Business Day prior
to the commencement of the Offer Period); and
- 56.8 per cent. to the average Closing Price of 12.8 pence per
Autologic Share for the three month period up to and including 23
May 2012 (being the last Business Day prior to the commencement of
the Offer Period); and
- 18.0 per cent. to the average Closing Price of 16.9 pence per
Autologic Share for the twelve month period up to and including 23
May 2012 (being the last Business Day prior to the commencement of
the Offer Period).
- The Offer values the entire issued and to be issued ordinary
share capital of Autologic at approximately GBP12.4 million. The
Offer price of 20 pence per Autologic Share is final and will not
be increased. Stobart reserves its right to increase the Offer if a
third party announces a possible offer or offer for Autologic.
The Acquisition will be funded using Stobart's existing cash
resources.
It is intended that the Acquisition will be effected by way of a
court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006. The Scheme will require the approval of Scheme
Shareholders and the sanction of the Court. Upon the Scheme
becoming effective, it will be binding on all Scheme Shareholders,
irrespective of whether they attend or vote at the Court Meeting or
the General Meeting (and if they attended and voted, whether or not
they voted in favour). Stobart reserves the right, with the consent
of the Panel, to effect the Acquisition by way of a Takeover Offer
under certain circumstances.
The Autologic Directors, who have been so advised by Kinmont (as
Autologic's financial adviser), consider the terms of the Offer to
be fair and reasonable. In providing advice to the Autologic
Directors, Kinmont have taken into account the commercial
assessments of the Autologic Directors.
Accordingly, the Autologic Directors have agreed to recommend
unanimously that Scheme Shareholders vote in favour of the Scheme
at the Court Meeting and the resolutions to be proposed at the
General Meeting.
Stobart has received irrevocable undertakings from Artemis
Investment Management LLP and Schroder Investment Management
Limited and an undertaking from Invesco Asset Management Limited to
vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting, in respect of a
total of 31,718,005 Autologic Shares, representing approximately
51.0 per cent of the ordinary share capital of Autologic in issue
on 15 June 2012 (being the latest practicable date prior to this
announcement).
Stobart has obtained a letter of intent from Henderson Global
Investors Limited to vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the General Meeting,
in respect of an aggregate total of 6,434,950 Autologic Shares
representing, in aggregate, approximately 10.3 per cent. of the
ordinary share capital of Autologic in issue on 15 June 2012 (being
the latest practicable date prior to this announcement).
In aggregate, therefore, irrevocable undertakings, undertakings
and letters of intent to vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the General Meeting
have been received in respect of a total of 38,152,955 Autologic
Shares, representing approximately 61.3 per cent. of the ordinary
share capital of Autologic. Further details of these irrevocable
undertakings, undertakings and letters of intent are set out in
Appendix III to this announcement.
The Stobart Directors believe that, in order to maximise its
future potential, Autologic would benefit from being part of the
Stobart Group. In particular, the Stobart Directors believe that
Autologic would benefit from Stobart's buying power in relation to
new vehicles, maintenance, tyre and parts supplies and insurance.
In addition, the Stobart Directors believe that there are
opportunities for Autologic to expand further into the European
market, where the Stobart Group has a growing presence.
The Stobart Directors also believe that there are a number of
strategic opportunities that would arise following the Acquisition.
The car transportation sector suffers from significant levels of
one-way traffic flow of cars from the main ports to dealerships,
with resultant empty running on the return leg. The Stobart
Directors believe that the ability of Autologic to use the Stobart
Rail infrastructure would reduce the level of "empty running" and
derive key operating and environmental benefits as a result. In
addition, Autologic should be able to benefit from the Stobart
Group's significant storage sites both in terms of car storage and
also overnight truck parking.
The Stobart Directors believe that Autologic is a compelling
strategic fit with Stobart and enables Stobart and its brand to
enter the car transportation and vehicle services markets with
immediate critical mass.
The Acquisition will be subject, inter alia, to the satisfaction
or waiver of the Conditions set out in Appendix I to this
announcement. Further details of the Scheme will be set out in the
Scheme Document which will be sent out to Autologic Shareholders as
soon as is reasonably practicable and in any event within 28 days
of this announcement.
Commenting on the Offer, Avril Palmer-Baunack, Chief Executive
of Autologic, said:
"The combination of Stobart and Autologic will further
strengthen Autologic's market-leading position in the automotive
marketplace. It will enable us to provide new, flexible and
innovative solutions to our customer base, whilst also giving us
the opportunity to improve competitiveness as a result of being
part of a bigger business."
Commenting on the Offer, Andrew Tinkler, CEO of Stobart,
said:
"Autologic is an excellent fit with our group strategy to expand
into complementary service offerings and it will facilitate our
entry into the auto-logistics market in a leading position. We
expect to be able to drive substantial synergies and efficiencies
from improved fleet utilisation, vehicle buying and maintenance,
which will benefit our customers and drive value for our
shareholders. We also see opportunities to expand Autologic's
presence in Europe where we have a growing presence."
Cenkos is acting as sole financial adviser and broker to
Stobart. Kinmont is acting as sole financial adviser to Autologic.
Canaccord is acting as nominated adviser and broker to
Autologic.
Enquiries:
Stobart Group Limited and Stobart Holdings Limited
Andrew Tinkler, Chief Executive Officer Tel: +44 (0) 192 560
5400
Ben Whawell, Chief Financial Officer
Cenkos Securities plc
(Financial Adviser and Broker to Stobart)
Stephen Keys Tel: +44 (0) 207 397 8926
Adrian Hargrave
Autologic Holdings plc
Avril Palmer-Baunack, Chief Executive Officer Tel: +44 (0) 160
466 4458
Andrew Somerville, Group Finance Director
Kinmont
(Financial Adviser to Autologic)
James Local Tel: +44 207 087 9100
Canaccord Genuity Limited
(Nominated Adviser and Broker to Autologic)
Bruce Garrow Tel: +44 207 7523 8000
Ross Allister
i-nfluence Tel: +44 20 7287 9610
Stuart Dyble/James Andrew
Square1 Consulting
(Public Relations Adviser to Stobart)
David Bick/Mark Longson Tel: +44 20 7929 5599
Biddicks Financial Public Relations
(Public Relations Adviser to Autologic)
Katie Tzouliadis Tel: +44 (0) 203 178 6378
This summary should be read in conjunction with the full text of
this announcement. The Offer will be subject to the Conditions and
further terms set out in Appendix I to this announcement and to the
full terms and conditions to be set out in the Scheme Document.
Appendix II to this announcement contains further details of the
sources of information and bases of calculations set out in this
announcement, Appendix III contains a summary of the irrevocable
undertakings, undertakings and letters of intent currently received
and Appendix IV contains definitions of certain expressions used in
this summary and in this announcement.
In relation to the Offer, Cenkos, which is authorised and
regulated by the Financial Services Authority, is acting
exclusively for Stobart and for no-one else and will not be
responsible to any person other than Stobart for providing the
protections afforded to clients of Cenkos, nor for providing advice
in relation to the potential offer or any other matters referred to
herein.
Kinmont, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
Autologic and for no-one else in connection with the potential
offer and will not be responsible to any person other than
Autologic for providing the protections afforded to clients of
Kinmont, nor for providing advice in relation to the potential
offer or any other matters referred to herein.
Canaccord, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Autologic and for no-one else in connection with the potential
offer and will not be responsible to any person other than
Autologic for providing the protections afforded to clients of
Canaccord, nor for providing advice in relation to the potential
offer or any other matters referred to herein.
You may request a hard copy of this announcement by contacting
David Harris, Group Financial Controller, Autologic Holdings plc,
Boundary Way, Lufton, Yeovil, Somerset, BA22 8HZ or by telephoning
01604 664400 (for UK callers) and +44 1604 664400 (for overseas
callers). You may also request that all future documents,
announcements and information to be sent to you in relation to the
Offer should be in hard copy form.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of 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 Offer
or otherwise. The Offer will be made solely by means of the Scheme
Document and the accompanying Forms of Proxy, which will together
contain the full terms and conditions of the Offer, including
details of how to vote in respect of the Offer. Any approval,
decision or other response to the Acquisition should be made only
on the basis of the information in the Scheme Document.
This announcement has been prepared for the purpose of complying
with English law and the City 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.
Autologic will prepare the Scheme Document to be distributed to
Scheme Shareholders. Autologic and Stobart urge Scheme Shareholders
to read the Scheme Document when it becomes available because it
will contain important information relating to the Offer.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by Stobart or required by the City
Code, and permitted by applicable law and regulation, the Offer
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Offer 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 Offer 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 Offer (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 Offer to Scheme Shareholders who are not
resident in the United Kingdom 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.
Forward-looking Statements
This announcement contains statements about Stobart and
Autologic that are or may 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", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" ,
"should" 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, revenue, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Stobart's or Autologic's
operations and potential synergies resulting from the Offer; and
(iii) the effects of government regulation on Stobart's or
Autologic's business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. These forward-looking
statements are not guarantees of future financial performance.
There are a number of factors that could cause actual results
and developments to differ materially from those expressed or
implied by these forward-looking statements, and readers are
therefore cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
These factors include, but are not limited to, regulatory approvals
that may require acceptance of conditions with potential adverse
impacts; risk involving Stobart's ability to realise expected
benefits associated with the Offer; the impact of legal or other
proceedings; continued growth in the market for Stobart's and
Autologic's services and general economic conditions. Furthermore,
a review of the reasons why actual results and developments may
differ materially from the expectations disclosed or implied within
forward-looking statements can be found by referring to the
information contained under the heading "Risk Management" in
Stobart's Annual Report for the year ended 29 February 2012 which
can be found on Stobart's website (www.stobartgroup.co.uk) and by
referring to the information contained under the heading "Principal
Risks and Uncertainties" in Autologic's Annual Report for the year
ended 31 December 2011 which can be found on Autologic's website
(www.autologic.co.uk/annual-reports/2011.pdf).
Stobart and Autologic expressly disclaim any obligation to
update any forward-looking or other statements contained herein,
except as required by applicable law.
Disclosure Requirements of the City Code
Under Rule 8.3(a) of the City 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 paper 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 paper
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 paper 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 paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the City 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 paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper 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 paper
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 Panel's website at http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Information relating to Autologic Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Autologic Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Autologic may be provided to Stobart during the
Offer Period as requested under Section 4 of Appendix 4 of the City
Code to comply with Rule 2.12(c).
Publication on Website
A copy of this announcement will be made available free of
charge (subject to any applicable restrictions with respect to
persons resident in Restricted Jurisdictions) on
www.stobartgroup.co.uk and www.autologic.co.uk by no later than
noon (London time) on the day following this announcement.
Rule 2.10 Requirement
In accordance with Rule 2.10 of the City Code, Autologic
announces that it has in issue 62,238,953 ordinary shares of 0.1
pence each. These shares are traded on the AIM market of the London
Stock Exchange. The International Securities Identification Number
("ISIN") of the ordinary shares is GB0002192374.
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
18 June 2012
RECOMMENDED CASH OFFER
for
AUTOLOGIC HOLDINGS PLC
by
STOBART HOLDINGS LIMITED
(a wholly owned subsidiary of Stobart Group Limited)
TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER PART 26
OF THE COMPANIES ACT 2006
1. Introduction
Stobart Group Limited ("Stobart") and Autologic Holdings plc
("Autologic") are pleased to announce that they have reached
agreement on the terms of a recommended cash offer pursuant to
which Stobart Holdings Limited ("Stobart Holdings"), a wholly owned
subsidiary of Stobart, will acquire the entire issued and to be
issued ordinary share capital of Autologic. It is intended that the
Offer will be effected by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act.
2. The Offer
Under the terms of the Offer, which will be subject to the
applicable Conditions and further terms set out in Appendix I to
this announcement and to be set out in the Scheme Document, Scheme
Shareholderswill be entitled to receive:
20 pence in cash for each Autologic Share ("Offer Price")
The Offer values the entire existing issued ordinary share
capital of Autologic at approximately GBP12.4 million and
represents a premium of approximately:
- 73.9 per cent. to the Closing Price of 11.5 pence per
Autologic Share on 23 May 2012 (being the last Business Day prior
to the commencement of the Offer Period);
- 56.8 per cent. to the average Closing Price of 12.8 pence per
Autologic Share for the three month period up to and including 23
May 2012 (being the last Business Day prior to the commencement of
the Offer Period); and
- 18.0 per cent. to the average Closing Price of 16.9 pence per
Autologic Share for the twelve month period up to and including 23
May 2012 (being the last Business Day prior to the commencement of
the Offer Period).
The Offer Price is final and will not be increased. Stobart
reserves its right to increase the Offer if a third party announces
a possible offer or offer for Autologic.
The Offer Price is offered on the basis that
AutologicShareholders will not receive any further dividends. If a
dividend on Autologic Shares is declared or is otherwise payable
before the Acquisition is completed the Offer Price shall be
reduced by the amount of that dividend.
3. Background to and reasons for the Offer
Stobart is confident in the overall prospects for Autologic's
operating business but believes that, in order to maximise its
future potential, Autologic would benefit from being part of the
Stobart Group. In particular, the Stobart Directors believe that
Autologic would benefit from Stobart's buying power in relation to
new vehicles, maintenance, tyre and parts supplies and insurance.
In addition, the Stobart Directors believe that there are
opportunities for Autologic to expand further into the European
market, where the Stobart Group has a growing presence.
The Stobart Directors also believe that there are a number of
strategic opportunities that would arise following the Acquisition.
The car transportation sector suffers from significant levels of
one-way traffic flow of cars from the main ports to dealerships,
with resultant empty running on the return leg. The Stobart
Directors believe that the ability of Autologic to use the Stobart
Rail infrastructure would reduce the level of "empty running" and
derive key operating and environmental benefits as a result. In
addition, Autologic should be able to benefit from the Stobart
Group's significant storage sites both in terms of car storage and
also overnight truck parking.
In summary, the Stobart Directors believe that Autologic is a
compelling strategic fit with Stobart and enables Stobart and its
brand to enter the car transportation market with immediate
critical mass.
4. Recommendation
The Autologic Directors, who have been so advised by Kinmont as
sole financial adviser to Autologic, consider the terms of the
Offer to be fair and reasonable. In providing advice to the
Autologic Directors, Kinmont has taken into account the commercial
assessments of the Autologic Directors. Accordingly, the Autologic
Directors have agreed to recommend unanimously that Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and
the resolutions to be proposed at the General Meeting.
5. Irrevocable undertakings, undertakings and letters of
intent
Stobart has received irrevocable undertakings from Artemis
Investment Management LLP and Schroder Investment Management
Limited, an undertaking from Invesco Asset Management Limited and a
letter of intent from Henderson Global Investors Limited to vote in
favour of the Scheme at the Court Meeting and the resolutions to be
proposed at the General Meeting, in respect of a total of
38,152,955 Autologic Shares, representing approximately 61.3 per
cent. of the ordinary share capital of Autologic in issue on 15
June 2012 (being the latest practicable date prior to this
announcement). Further details of these irrevocable undertakings,
undertakings and letters of intent (including the circumstances in
which they will fall away) are set out in Appendix III to this
announcement.
6. Background to and reasons for the recommendation
In the twelve months from 24 May 2011 to 23 May 2012 Autologic
saw a share price decline of approximately 47.7 per cent.
Management has been faced with the difficulties of being a small
company in transport and motor industry terms and raising capital
to grow against a background of a weak share price and limited
investor interest in supporting equity issues.
On 23 May 2012 Autologic received a formal approach from Stobart
and the Autologic Directors determined that it was right in
principle to consider a sale of Autologic and to consult
shareholders on the approach.
The Autologic Directors received feedback from its major
shareholders that a sale of Autologic was in the circumstances a
sensible course to pursue.
On 14 June 2012, Stobart confirmed at a meeting of the Stobart
Directors, subject to certain diligence being completed, a cash
offer of 20 pence per Autologic Share. In the circumstances the
Directors determined that the sale of Autologic was the appropriate
course of action.
The Autologic Directors, who have been so advised by Kinmont,
consider the terms of the Offer to be fair and reasonable. In
providing their advice, Kinmont have taken into account the
commercial assessment of the Autologic Directors. Accordingly, the
Autologic Directors will unanimously recommend to Autologic
Shareholders to vote in favour of the Scheme at the Court Meeting
and the resolutions to be proposed at the General Meeting.
7. Information on Stobart and Stobart Holdings
Stobart is quoted on the Premium Listing of the Official List
and is admitted to trading on the Main Market of the London Stock
Exchange. Employing around 5,600 people at more than 50 sites
across the UK, the Stobart Group is a FTSE 250 listed company and
one of the country's best known brands. The Stobart Group is a UK
leader in the multimodal logistics, warehousing and biomass fuel
sectors, as well as operating in the property development, port,
airport and civil engineering sectors.
Stobart Air is operator of both the London Southend and Carlisle
Lake District Airports whilst Stobart Biomass reflects the Stobart
Group's emphasis on sustainability, supplying environmentally
responsible fuels for low carbon electricity generation.
At the heart of the Group's offering is Stobart Transport and
Distribution which operates Eddie Stobart, the iconic name on
approximately 5,400 vehicles and trailers. Alongside an existing
holding of around 6m sq.ft of premium quality warehousing within
this division, the last year has seen a further 275,000 sq.ft
warehouse added to the business at Magna Park, allowing for growth
of existing customer demands. The comprehensive multimodal service
package is completed by the Stobart Group's highly successful rail
freight services.
Stobart Estates forms the holding company for the Stobart
Group's large property portfolio. Property assets are made up of a
combination of sites utilised by the business, plus commercial
holdings that comprise a broad spectrum of sites ranging from
premium quality offices in central London through retail parks to
light industrial and warehousing locations.
Stobart Infrastructure & Civil Engineering delivers a
comprehensive package of services centred on maintenance and
improvement of the United Kingdom rail network and the construction
of high quality industrial, commercial and transport facilities. It
supplies services both for the Stobart Group itself and for some of
the UK's leading businesses.
Although Stobart Transport & Distribution still represents
over 90 per cent. of the business's turnover, the Group has
diversified in recent years through the acquisition of, inter alia,
further transport businesses, airports, a Biomass fuel supply
business and other property-related investments. These new areas of
activity will form increasingly important profit and revenue
streams for the Stobart Group in years to come.
8. Information on Autologic
Following a management buyout in 1996, Autologic was floated on
the London Stock Exchange in 1997. It has since become one of the
largest finished vehicle services and logistics companies in the UK
and Europe, achieving around two million vehicle movements per
annum through approximately 30 operating centres in the UK,
Belgium, the Netherlands and the Czech Republic. Autologic delivers
a diverse range of high quality, automotive services to car
manufacturers, importers, rental operations, contract hire
companies and dealers. With an integrated network of management,
storage and preparation, distribution and technical facilities,
plus the largest purpose-built fleet of transporters in the UK,
Autologic is well-equipped to deliver bespoke solutions to
customers whatever their requirement. It specialises in new vehicle
preparation, technical enhancement, handling, storage and
distribution, through to commercial vehicle enhancement, used
vehicle refurbishment and a range of other specialist services.
For the year ended 31 December 2011, Autologic had revenues of
approximately GBP144.7 million and profits before tax from
continuing operations, before exceptional items, of GBP2.1 million.
The Autologic Directors are satisfied with trading so far this
year.
9. Management, employees and locations
Stobart attaches great importance to the skills, experience and
industry knowledge of the existing management and employees of
Autologic, whom Stobart would anticipate playing an important role
in the on-going development of the business. Following the
completion of the Offer, a full strategic review of all operations
and business centres will commence to identify synergy and
efficiency opportunities, which is expected to be concluded within
90 days of Acquisition. This review may or may not result in
headcount reduction from overlapping business areas. Stobart has
advised the Autologic Directors that it has no intention of
changing the location of Autologic's operational places of business
or of redeploying the fixed assets of the Autologic Group before
completion of the review.
Stobart plans to work with the Autologic management team to
develop and integrate the Autologic business within the existing
Stobart Group. The Autologic Directors and the Stobart Directors
both believe that there will be opportunities for Autologic
employees to develop their careers within the broader framework of
the Stobart Group. Stobart has given assurances to Autologic that
the existing statutory employment rights of management and
employees of Autologic will be fully safeguarded.
Autologic's management team have presented to the board of
Stobart on the strengths of the business and the staff and will
continue to press the case for investment in the business and its
staff upon completion of the takeover.
10. Autologic Share Plan
Stobart and Autologic have agreed with the holders of options
over shares in Autologic pursuant to the Autologic Share Plan that
on the Effective Date such options shall immediately lapse.
11. Financing
The cash consideration payable under the Offer will be funded
entirely by Stobart from its own resources. Cenkos, financial
adviser to Stobart, is satisfied that sufficient resources are
available to satisfy in full the cash consideration payable to
Scheme Shareholders under the terms of the Offer.
12. Offer related arrangements
Confidentiality agreement
Stobart and Autologic entered into a confidentiality agreement
dated 11 May 2012 (the "Confidentiality Agreement") pursuant to
which each of Stobart and Autologic have agreed to keep
confidential information about the other party and not to disclose
it to third parties (other than permitted recipients) unless
required by law or regulation. These confidentiality obligations
will remain in force until completion of the Offer, or for a period
of 2 years from the date of the Confidentiality Agreement.
In accordance with Rule 16.2 (a) of the City Code, Stobart and
Autologic confirm that there are no incentivisation arrangements
proposed.
13. Opening Position Disclosures and interests
Stobart confirms that it has made an Opening Position
Disclosure, which discloses the details required to be disclosed by
it under Rule 8.1(a) of the City Code.
14. Structure of the Offer
It is intended that the Offer will be effected by means of a
Scheme between Autologic and Scheme Shareholders under Part 26 of
the Companies Act. However, as described in more detail in
paragraph 17 and Appendix I, Stobart reserves the right to elect to
implement the Acquisition, with the consent of the Panel, by way of
a Takeover Offer.
The purpose of the Scheme is to provide for Stobart Holdings to
become the holder of the entire issued and to be issued ordinary
share capital of Autologic. This is to be achieved by the
cancellation of the ordinary shares and the application of the
reserve arising from such cancellation in paying up in full a
number of New Autologic Shares (which is equal to the number of
ordinary shares cancelled), and issuing the same to Stobart
Holdings, in consideration for which the Scheme Shareholders will
receive cash consideration on the basis set out in paragraph 2 of
this announcement.
To become effective, the Scheme must be approved by a majority
in number of those Scheme Shareholders entitled to vote and present
and voting at the Court Meeting (either in person or by proxy)
representing at least 75 per cent. in value of the Autologic Shares
voted, together with the approval of the Court and the passing at
the General Meeting of a special resolution necessary to implement
the Scheme and approve the related Reduction of Capital.
The Scheme is also subject to the Conditions and further terms
set out in Appendix I to this announcement and to be set out in the
Scheme Document.
Once the necessary approvals from Scheme Shareholders have been
obtained and the other Conditions have been satisfied or (where
applicable) waived, the Scheme must be approved by the Court. The
Scheme will then become effective upon delivery of the Court
Order(s) to the Registrar of Companies. Subject to satisfaction of
the Conditions, the Scheme is expected to become effective in
August 2012.
Upon the Scheme becoming effective in accordance with its terms,
it will be binding on all Scheme Shareholders, irrespective of
whether or not they attended or voted at the Court Meeting or the
General Meeting (and, if they attended and voted, whether or not
they voted in favour). The New Autologic Shares to be issued to
Stobart Holdings pursuant to the Scheme will be issued fully paid
and free from all liens, charges, equities, encumbrances, rights of
pre-emption and any other interests of any nature whatsoever and
together with all rights attaining thereto, including voting rights
and the rights to receive and retain in full all dividends and
other distributions declared, made or paid in or after the date of
their issue.
The Offer will lapse if:
- the Court Meeting and the General Meeting are not held by the
22(nd) day after the expected date of such meetings to be set out
in the Scheme Document in due course (or such later date as may be
agreed between Stobart and Autologic); or
- the Scheme does not become effective by 18 October 2012 (or
such later date as may be agreed between Stobart and
Autologic),
provided however that the deadlines for the timing of the Court
Meeting, the General Meeting and the effectiveness of the Scheme as
set out above may be waived by Stobart.
Upon the Scheme becoming effective, it will be binding on all
Scheme 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, will be set out in the Scheme Document,
which is expected to be despatched to Scheme Shareholders as soon
as reasonably practicable.
15. Regulatory issues
The Offer will 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.
16. Cancellation of trading on AIM and re-registration
Prior to the Scheme becoming effective, Autologic will make an
application for the cancellation of trading of Scheme Shares on AIM
to take effect from or shortly after the Effective Date. The last
day of dealings in Autologic Shares on AIM is expected to be the
Business Day immediately prior to the Effective Date and no
transfers will be registered after 6.00 p.m. (London time) on that
date.
On the Effective Date, share certificates in respect of
Autologic Shares will cease to be valid and entitlements to
Autologic Shares held within the CREST system will be cancelled. It
is also proposed that, on or shortly after the Effective Date,
Autologic will be re-registered as a private limited company.
17. General
Stobart reserves the right to elect to implement the Acquisition
by way of a Takeover Offer as an alternative to the Scheme. In such
event, the Acquisition will be implemented on substantially the
same terms as those which would apply to the Scheme (subject to
appropriate amendments, including an acceptance condition set at 90
per cent. of the shares to which such offer relates or such lesser
percentage, being more than 50 per cent., as Stobart may
decide).
The Offer will 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,
undertakings and letters of intent is contained in Appendix III to
this announcement. Certain terms used in this announcement are
defined in Appendix IV to this announcement.
Cenkos has given and has not withdrawn its written consent to
the issue of this announcement with the inclusion herein of the
references to its name in the form and context in which it
appears.
Kinmont has given and has not withdrawn its written consent to
the issue of this announcement with the inclusion herein of the
references to its name in the form and context in which it
appears.
Canaccord has given and has not withdrawn its written consent to
the issue of this announcement with the inclusion herein of the
references to its name in the form and context in which it
appears.
18. Documents on display
Copies of the following documents will be made available on
Autologic's website at www.autologic.co.uk and Stobart's website at
www.stobartgroup.co.uk until the end of the Offer:
- the irrevocable undertakings, the undertaking and the letter
of intent referred to in paragraph 5 above and summarised in
Appendix III to this announcement; and
- the Confidentiality Agreement.
Enquiries:
Stobart Group Limited and Stobart Holdings Limited
Andrew Tinkler, Chief Executive Officer Tel: +44 (0) 192 560
5400
Ben Whawell, Chief Financial Officer
Cenkos Securities plc
(Financial Adviser and Broker to Stobart)
Stephen Keys Tel: +44 (0) 207 397 8926
Adrian Hargrave
Autologic Holdings plc
Avril Palmer-Baunack, Chief Executive Officer Tel: +44 (0) 160
466 4458
Andrew Somerville, Group Finance Director
Kinmont
(Financial Adviser to Autologic)
James Local Tel: +44 207 087 9100
Canaccord Genuity Limited
(Nominated Adviser and Broker to Autologic)
Bruce Garrow Tel: +44 207 7523 8000
Ross Allister
i-nfluence Tel: +44 20 7287 9610
Stuart Dyble/James Andrew
Square1 Consulting
(Public Relations Adviser to Stobart)
David Bick/Mark Longson Tel: +44 20 7929 5599
Biddicks Financial Public Relations
(Public Relations Adviser to Autologic)
Katie Tzouliadis Tel: +44 (0) 203 178 6378
The Offer will be subject to the Conditions and further terms
set out in Appendix I to this announcement and to the full terms
and conditions to be set out in the Scheme Document. Appendix II to
this announcement contains further details of the sources of
information and bases of calculations set out in this announcement,
Appendix III contains a summary of the irrevocable undertakings,
undertakings and letters of intent currently received and Appendix
IV contains definitions of certain expressions used in this summary
and in this announcement.
In relation to the Offer, Cenkos, which is authorised and
regulated by the Financial Services Authority, is acting
exclusively for Stobart and for no-one else and will not be
responsible to any person other than Stobart for providing the
protections afforded to clients of Cenkos, nor for providing advice
in relation to the potential offer or any other matters referred to
herein.
Kinmont, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
Autologic and for no-one else in connection with the potential
offer and will not be responsible to any person other than
Autologic for providing the protections afforded to clients of
Kinmont, nor for providing advice in relation to the potential
offer or any other matters referred to herein.
Canaccord, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Autologic and for no-one else in connection with the potential
offer and will not be responsible to any person other than
Autologic for providing the protections afforded to clients of
Canaccord, nor for providing advice in relation to the potential
offer or any other matters referred to herein.
You may request a hard copy of this announcement by contacting
David Harris, Group Financial Controller, Autologic Holdings plc,
Boundary Way, Lufton, Yeovil, Somerset, BA22 8HZ or by telephoning
01604 664400 (for UK callers) and +44 1604 664400 (for overseas
callers). You may also request that all future documents,
announcements and information to be sent to you in relation to the
Offer should be in hard copy form.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of 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 cote or approval in any jurisdiction, pursuant to the Offer
or otherwise. The Offer will be made solely by means of the Scheme
Document and the accompanying Forms of Proxy, which will together
contain the full terms and conditions of the Offer, including
details of how to vote in respect of the Offer. Any approval,
decision or other response to the Acquisition should be made only
on the basis of the information in the Scheme Document.
This announcement has been prepared for the purpose of complying
with English law and the City 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.
Autologic will prepare the Scheme Document to be distributed to
Scheme Shareholders. Autologic and Stobart urge Scheme Shareholders
to read the Scheme Document when it becomes available because it
will contain important information relating to the Offer.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by Stobart or required by the City
Code, and permitted by applicable law and regulation, the Offer
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Offer 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 Offer 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 Offer (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 Offer to Scheme Shareholders who are not
resident in the United Kingdom 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.
Forward-looking Statements
This announcement contains statements about Stobart and
Autologic that are or may 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", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" ,
"should" 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, revenue, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Stobart's or Autologic's
operations and potential synergies resulting from the Offer; and
(iii) the effects of government regulation on Stobart's or
Autologic's business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. These forward-looking
statements are not guarantees of future financial performance
There are a number of factors that could cause actual results
and developments to differ materially from those expressed or
implied by these forward-looking statements, and readers are
therefore cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
These factors include, but are not limited to, regulatory approvals
that may require acceptance of conditions with potential adverse
impacts; risk involving Stobart's ability to realise expected
benefits associated with the Offer; the impact of legal or other
proceedings; continued growth in the market for Stobart's and
Autologic's services and general economic conditions. Furthermore,
a review of the reasons why actual results and developments may
differ materially from the expectations disclosed or implied within
forward-looking statements can be found by referring to the
information contained under the heading "Risk Management" in
Stobart's Annual Report for the year ended 29 February 2012 which
can be found on Stobart's website (www.stobartgroup.co.uk) and by
referring to the information contained under the heading "Principal
Risks and Uncertainties" in Autologic's Annual Report for the year
ended 31 December 2011 which can be found on Autologic's website
(www.autologic.co.uk/annual-reports/2011.pdf).
Stobart and Autologic expressly disclaim any obligation to
update any forward-looking or other statements contained herein,
except as required by applicable law.
Disclosure Requirements of the City Code
Under Rule 8.3(a) of the City 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 paper 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 paper
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 paper 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 paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the City 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 paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper 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 paper
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 Panel's website at http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Information relating to Autologic Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Autologic Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Autologicmay be provided to Stobart during the
Offer Period as requested under Section 4 of Appendix 4 of the City
Code to comply with Rule 2.12(c).
Publication on Website
A copy of this announcement will be made available free of
charge (subject to any applicable restrictions with respect to
persons resident in Restricted Jurisdictions) on
www.stobartgroup.co.uk and www.autologic.co.uk by no later than
noon (London time) on the day following this announcement.
Rule 2.10 Requirement
In accordance with Rule 2.10 of the City Code, Autologic
announces that it has in issue 62,238,953 ordinary shares of 0.1
pence each. These shares are traded on the AIM market of the London
Stock Exchange. The International Securities Identification Number
("ISIN") of the ordinary shares is GB0002192374.
APPENDIX I CONDITIONS AND FURTHER TERMS OF THE OFFER
CONDITIONS TO, AND CERTAIN FURTHER TERMS OF, THE OFFER
The Offer will be conditional upon the Scheme becoming
unconditional and becoming effective, subject to the City Code, by
not later than 18 October 2012 or such later date (if any) as
Stobart and Autologic may, with the consent of the Panel, agree and
(if required) the Court may approve.
Conditions of the Scheme
1. The Scheme is subject to the following Conditions:
(a) approval of the Scheme by a majority in number of those
Scheme Shareholders who are on the register of members of Autologic
at the Voting Record Time and who are present and vote either in
person or by proxy at the Court Meeting and any separate class
meeting which may be required (or any adjournment thereof) and who
represent not less than 75 per cent. in value of all Scheme Shares
held by such Scheme Shareholders; and (ii) the Court Meeting being
held on or before 24 August 2012 (or such later date as may be
agreed by Stobart and Autologic);
(b) all resolutions necessary to approve and implement the
Scheme and approve the Reduction of Capital being duly passed by
the requisite majorities at the General Meeting (or any adjournment
thereof); and (ii) the General Meeting being held on or before 24
August 2012 (or such later date as may be agreed by Stobart and
Autologic); and
(c) the sanction of the Scheme and the confirmation of the
Reduction of Capital (in each case, with or without modification
but subject to such modification being acceptable to Stobart and
Autologic) by the Court, and the office copies of the Court
Order(s) and of the Statement of Capital being delivered to the
Registrar of Companies and, in relation to the Reduction of
Capital, if so ordered by the Court in order to take effect, the
registration of the second Court Order and Statement of Capital by
the Registrar of Companies; and (ii) the Court Hearing to sanction
the Scheme being held on or before 6 September 2012 (or such later
date as may be agreed by Stobart and Autologic).
2. Autologic and Stobart have agreed that, subject to the
provisions of paragraph 3 below and the requirements of the Panel
in accordance with the Code, application to the Court to sanction
the Scheme and to confirm the Reduction of Capital will not be made
unless conditions 1(a) and 1(b) above have been satisfied and
unless immediately prior to the hearing of the application to the
Court for sanction of the Scheme the following Conditions (as
amended if appropriate) have been satisfied or, where permitted,
waived:
(a) no 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 (each a "Third Party") having decided to take,
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference, 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 there not continuing to be outstanding
any statute, regulation, decision or order which would or might
reasonably be expected to:
(i) make the Offer, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or
control or management of, Autologic by any member of the Wider
Stobart Group void, illegal and/or unenforceable under the laws of
any relevant jurisdiction, or otherwise directly or indirectly
materially prevent, prohibit, or materially restrain, restrict,
delay to a material extent or otherwise materially interfere with
the implementation of, or impose additional material conditions or
obligations with respect to, or otherwise materially impede,
challenge, interfere or require material amendment of the terms of
the Offer or the acquisition of any such shares or securities in,
or control or management of Autologic by any member of the Wider
Stobart Group;
(ii) require, prevent or materially delay the divestiture or
alter the terms envisaged for such divestiture by any member of the
Wider Stobart Group or by any member of the Wider Autologic Group
of all or any part of its businesses, assets or property or impose
any limitation on the ability of any of them to conduct their
businesses (or any part thereof) or to own any of their assets or
properties (or any part thereof) (as the case may be) which, in any
case, is material in the context of the Wider Stobart Group or the
Wider Autologic Group, in either case, taken as a whole;
(iii) impose any limitation on, or result in a material delay
in, the ability of any member of the Wider Stobart Group directly
or indirectly to acquire or hold or to exercise effectively all or
any rights of ownership in respect of shares or other securities in
Autologic or on the ability of any member of the Wider Autologic
Group or any member of the Wider Stobart Group directly or
indirectly to hold or exercise effectively 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 Autologic Group which, in any case, is material in the
context of the Wider Stobart Group or the Wider Autologic Group, in
either case, taken as a whole;
(iv) except pursuant to Chapter 3 of Part 28 of the Companies
Act, require any member of the Wider Stobart Group or the Wider
Autologic Group to acquire or offer to acquire any shares, other
securities (or the equivalent) or interest in any member of the
Wider Autologic Group or any asset owned by any Third Party (other
than in connection with the implementation of the Offer);
(v) require, prevent or materially delay a divestiture by any
member of the Wider Stobart Group of any shares or other securities
(or the equivalent) in Autologic which, in any case, is material in
the context of the Wider Stobart Group or the Wider Autologic Group
taken as a whole;
(vi) result in any member of the Wider Stobart Group or the
Wider Autologic Group ceasing to be able to carry on business under
any name under which it presently carries on business which, in any
case, is material in the context of the Wider Stobart Group or the
Wider Autologic Group taken as a whole;
(vii) impose any material limitation on the ability of any
member of the Wider Stobart Group or any member of the Wider
Autologic Group to 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 Stobart Group and/or the Wider Autologic Group; or
(viii) otherwise materially adversely affect any or all of the
business, assets, financial position or profits of any member of
the Wider Autologic Group or any member of the Wider Stobart Group
in each case in a manner which is adverse to, and material in the
context of, the Wider Autologic Group or the Wider Stobart Group
taken as a whole,
and all applicable waiting and other time periods during which
any such Third Party could decide to take, institute, implement or
threaten any such action, proceeding, suit, investigation, enquiry
or reference or take any other step under the laws of any
applicable jurisdiction in respect of the Offer or proposed
acquisition of any Autologic Shares or otherwise intervene having
expired, lapsed, or been terminated;
(b) all necessary material notifications, filings or
applications having been made in connection with the Offer and all
necessary waiting periods (including any extensions thereof) under
any applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all
statutory and regulatory obligations in any jurisdiction having
been complied with and all Authorisations necessary in any
jurisdiction for or in respect of the Offer or the proposed
acquisition of any shares or other securities in, or control of,
Autologic by any member of the Wider Stobart Group having been
obtained in terms and in a form reasonably satisfactory to Stobart
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 Autologic Group or the Wider Stobart Group
has entered into contractual arrangements and all such
Authorisations necessary to carry on the business of any member of
the Wider Autologic Group in any jurisdiction having been obtained
in each case where the direct consequence of a failure to make such
notification or filing or to wait for the expiry, lapse or
termination of any such waiting period or to comply with such
obligation or obtain such Authorisation would be unlawful in any
relevant jurisdiction or have a material adverse effect on the
Wider Autologic Group, any member of the Wider Stobart Group or the
ability of Stobart to implement the Offer and all such
Authorisations remaining in full force and effect at the Effective
Date and there being no notice or intimation of an intention to
revoke, suspend, restrict, modify or not to renew such
Authorisations;
(c) except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Autologic Group is a
party or by or to which any such member or any of its assets is or
may be bound or be subject or any event or circumstance which, as a
consequence of the Offer or the proposed acquisition by any member
of the Wider Stobart Group of any shares or other securities in
Autologic or because of a change in the control or management of
any member of the Wider Autologic Group or otherwise, could or
might reasonably be expected to result in, in each case to an
extent which is material in the context of the Wider Autologic
Group taken as a whole or the obligations of any member of the
Wider Stobart Group in connection with the Offer:
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, or any grant available to any member of the Wider
Autologic 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) the rights, liabilities, obligations, interests or business
of any member of the Wider Autologic Group or any member of the
Wider Stobart Group under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any
member of the Wider Autologic Group or any member of the Wider
Stobart Group in or with any other firm or company or body or
person (or any agreement or arrangement relating to any such
business or interests) being terminated or adversely modified or
affected or any onerous obligation or liability arising or any
adverse action being taken thereunder;
(iii) any member of the Wider Autologic Group ceasing to be able
to carry on business under any name under which it presently
carries on business;
(iv) any assets or interests of, or any asset the use of which
is enjoyed by, any member of the Wider Autologic Group being or
falling to be disposed of or charged or any right arising under
which any such asset or interest could be required to be disposed
of or charged or could cease to be available to any member of the
Wider Autologic Group otherwise than in the ordinary course of
business;
(v) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property or assets of any member of the Wider Autologic Group or
any such mortgage, charge or other security interest (whenever
created, arising or having arisen) becoming enforceable;
(vi) the value of, or the financial or trading position of, any
member of the Wider Autologic Group being prejudiced or adversely
affected;
(vii) the creation of any liability (actual or contingent) by
any member of the Wider Autologic Group other than by trade
creditors in the ordinary course of business; or
(viii) any liability of any member of the Wider Autologic Group
to making any severance, termination, bonus or other payment to any
of its directors or other officers
and no event having occurred which, under any provision of any
arrangement, agreement, license, permit, franchise, lease or other
instrument to which any member of the Wider Autologic 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 be expected
to result in any of the events or circumstances as are referred to
in conditions c (i) to (vii) to an extent in any such case which is
material in the context of the Wider Autologic Group taken as a
whole;
(d) except as Disclosed, since 31 December 2011, no member of
the Wider Autologic Group having:
(ix) issued or agreed to issue or authorised or proposed 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 or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of Autologic
Shares out of treasury (save, where relevant, as between Autologic
and wholly--owned subsidiaries of Autologic and save for the issue
or transfer out of treasury of Autologic Shares on the exercise of
options granted before the date of the Scheme Document in the
ordinary course or the vesting of employee share awards in the
ordinary course under the Autologic Share Plan);
(x) 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
Autologic to Autologic or any of its wholly owned subsidiaries;
(xi) other than pursuant to the Offer or transactions between
Autologic and any company in the Wider Autologic Group, merged with
(by statutory merger or otherwise) or demerged from or acquired any
body corporate, partnership or business or acquired or disposed of,
or, other than in the ordinary course of business, transferred,
mortgaged or charged or created any security interest over, any
assets or any right, title or interest in any asset (including
shares and trade investments) or authorised, proposed or announced
any intention to do so to an extent in any case which is material
in the context of the Wider Autologic Group taken as a whole;
(xii) save as between Autologic and any company in the Wider
Autologic Group or between any such companies in the Wider
Autologic Group, made, authorised, proposed or announced an
intention to propose any change in its loan capital which, in any
case, is material in the context of the Wider Autologic Group taken
as a whole;
(xiii) issued, authorised or proposed the issue of or made any
change in or to the terms of any debentures or (save as between
Autologic and its wholly--owned subsidiaries or between such
wholly--owned subsidiaries) incurred or increased any indebtedness
or become subject to any contingent liability, in each case other
than in the ordinary course of business, to an extent which is
material in the context of the Autologic Group taken as a
whole;
(xiv) entered into or varied or authorised, proposed or
announced its intention to enter into or vary any contract,
transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise) (otherwise than in the ordinary
course of business) which is of a long term, unusual or onerous
nature, or which involves an obligation of a nature or magnitude
which is, in any such case, material in the context of the
Autologic Group or which is or is likely to be materially
restrictive on the business of any member of the Wider Autologic
Group or the Wider Stobart Group;
(xv) entered into, terminated 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 service agreement, commitment or
arrangement with any director or senior executive of the Wider
Autologic Group;
(xvi) proposed, agreed to provide or modified in any material
respect the terms of any share option scheme, incentive scheme, or,
other than in the ordinary course of business any other material
benefit relating to the employment or termination of employment of
any employee of the Wider Autologic Group which, taken as a whole,
are material in the context of the Wider Autologic Group taken as a
whole;
(xvii) made or agreed or consented to any material change to the
terms of the trust deeds and rules constituting the pension schemes
established for its directors, employees or their dependants, to
the contributions payable to any such scheme(s) or the benefits
which accrue, or to the pensions which are payable, thereunder, or
to the basis on which qualification for, or accrual or entitlement
to, such benefits or pensions are calculated or determined or to
the basis on which the liabilities (including pensions) of such
pension schemes are funded or valued, or agreed or consented to any
change to the trustees or trustee directors;
(xviii) implemented or effected, or authorised, proposed or
announced its intention to implement or effect, any composition,
assignment, reconstruction, amalgamation, commitment, scheme or
other transaction or arrangement (other than the Scheme) otherwise
than in the ordinary course of business or between wholly owned
members of the Autologic Group;
(xix) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect of the matters mentioned in
sub--paragraph (i) above, made any other change to any part of its
share capital (other than pursuant to the implementation of the
Offer);
(xx) waived or compromised any claim otherwise than in the
ordinary course of business which is material in the context of the
Wider Autologic Group taken as a whole;
(xxi) save as envisaged in accordance with the terms of the
Scheme, made any material alteration to its memorandum or articles
of association or other incorporation documents;
(xxii) (other than in respect of a member of the Wider Autologic
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 any administrator, receiver, manager,
administrative receiver, trustee or similar officer of all or any
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 in any case
which is material in the context of the Wider Autologic Group taken
as a whole;
(xxiii) 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;
(xxiv) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Autologic Group and any
other person in a manner which would or might reasonably be
expected to have a material adverse effect on the financial
position of the Wider Autologic Group taken as a whole;
(xxv) entered into, implemented or authorised the entry into of
any joint venture, partnership or asset or profit sharing
arrangement;
(xxvi) entered into any contract, commitment, agreement or
arrangement otherwise than in the ordinary course of business 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; or
(xxvii) other than in respect of matters or circumstances
referred to in the other Conditions in this Appendix I (in which
case, such matters or circumstances will be subject to those
conditions alone), taken (or agreed or committed to take) any
action which requires, or would require, the consent of the Panel
or the approval of Autologic Shareholders in general meeting in
accordance with, or as contemplated by, Rule 21.1 of the City Code,
which in any case is material in the context of the Wider Autologic
Group taken as a whole;
(e) since 31 December 2011, and except as Disclosed:
(i) there having been no adverse change in the business, assets,
liabilities, financial or trading position or profits of any member
of the Wider Autologic Group to an extent which is material to the
Wider Autologic Group taken as a whole or to the obligations of any
member of the Wider Autologic Group in connection with the
Offer;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened in writing,
announced or instituted by or against or remaining outstanding
against any member of the Wider Autologic Group or to which any
member of the Wider Autologic Group is a party (whether as claimant
or defendant or otherwise) and no enquiry or investigation by, or
complaint or reference to, any Third Party against or in respect of
any member of the Wider Autologic Group having been threatened in
writing, announced or instituted by or against, or remaining
outstanding in respect of, any member of the Wider Autologic Group
which, in any such case, might reasonably be expected adversely and
materially to affect the Wider Autologic Group taken as a
whole;
(iii) other than in the ordinary course of business no
contingent or other liability having arisen or materially increased
or become known to Autologic which is reasonably likely to
materially adversely to affect the business, assets, financial or
trading position or profits of any member of the Wider Autologic
Group to an extent which is material to the Wider Autologic 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 Autologic Group, which is necessary for the
proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which is material and
might reasonably be expected to adversely affect the Wider
Autologic Group taken as a whole;
(f) since 31 December 2011, except as Disclosed, Stobart not having discovered:
(i) that any financial, business or other information concerning
the Wider Autologic Group publicly announced or disclosed or
disclosed to any member of the Wider Stobart Group at any time by
or on behalf of any member of the Wider Autologic Group which is
material in the context of the Acquisition is to a material extent
misleading, contains a material misrepresentation of fact or omits
to state a material fact necessary to make that information not
misleading to a material extent in any case to an extent which is
material in the context of the Wider Autologic Group taken as a
whole; or
(ii) that any member of the Wider Autologic Group is other than
in the ordinary course of business subject to any liability,
contingent or otherwise which is material in the context of the
Wider Autologic Group taken as a whole; and
(g) that any past or present member of the Wider Autologic Group
has not complied with the OECD Convention on Combating Bribery of
Foreign Public Officials in International Business Transactions and
any laws implementing the same, the UK Bribery Act 2010 and the
U.S. Foreign Corrupt Practices Act of 1977 where the effect is
material in the context of the wider Autologic Group taken as a
whole;
(h) that any past or present member of the Wider Autologic Group
has not complied in any material respect with all applicable
legislation, regulations, notice 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
health or animal health or otherwise relating to environmental
matters or the health and safety of humans or animals, 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 Autologic
Group, which in any case is or which might reasonably be expected
to be material in the context of the Wider Autologic Group as a
whole;
(i) that 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 reasonably likely to give rise to any
material liability (whether actual or contingent) on the part of
any member of the Wider Autologic Group (in any case to an extent
which is or which might reasonably be expected to be material in
the context of the Wider Autologic Group taken as a whole); or
(j) that 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 Autologic Group (or on
its behalf) or in which any such member previously 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, which in any case is or which might reasonably be expected
to be material in the context of the Wider Autologic Group taken as
a whole.
Further Terms of the Offer
3. To the extent permitted by law and subject to the
requirements of the Panel in accordance with the City Code, Stobart
reserves the right to waive:
(a) any of the deadlines 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
(b) in whole or in part, all or any of the above Conditions,
except Condition 1 (without prejudice to paragraph 3(a) above).
4. If Stobart is required by the Panel to make an offer for
Autologic Shares under the provisions of Rule 9 of the City Code,
Stobart may make such alterations to any of the above Conditions as
are necessary to comply with the provisions of that Rule.
5. Stobart reserves the right to elect (with the consent of the
Panel (where necessary)) to implement the Offer by way of a
Takeover Offer as it may determine in its absolute discretion. In
such event, the Takeover Offer will be implemented on substantially
the same terms, subject to appropriate amendments, including
(without limitation) an acceptance condition set at 90 per cent.
(or such lesser percentage, being more than 50 per cent.) as
Stobart may, subject to the rules of the City Code and the consent
of the Panel, decide) of the shares to which such offer relates, so
far as applicable, as those which would apply to the Scheme (the
"General Offer Acceptance Condition"). Further, if sufficient
acceptances of such Takeover Offer are received and/or sufficient
Autologic Shares are otherwise acquired, it is the intention of
Stobart to apply the provisions of the Companies Act to acquire
compulsorily any outstanding Autologic Shares to which such
Takeover Offer relates.
6. The availability of the Offer to persons not resident in the
UK may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the UK should inform themselves
about and observe any applicable requirements.
7. Under Rule 13.5 of the City Code, Stobart may only invoke a
Condition so as to cause the Scheme not to proceed, to lapse or to
be withdrawn where the circumstances which give rise to the right
to invoke the Condition are of material significance to Stobart in
the context of the Offer. The Conditions contained in paragraph 1
above and, if applicable, the General Offer Acceptance Condition
set out in paragraph 5 of this Appendix I are not subject to Rule
13.5 of the City Code.
8. Under Rule 13.6 of the City Code, Autologic may not invoke,
or cause or permit Stobart to invoke, any Condition unless the
circumstances which give rise to the right to invoke the Condition
are of material significance to the Scheme Shareholders in the
context of the Offer.
9. Stobart 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 by a date earlier than the latest date
for the fulfilment of that Condition notwithstanding that the other
Conditions of the Offer 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.
10. The Offer is not being undertaken, 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.
11. The New Autologic Shares which will be issued to Stobart
pursuant to the Offer will be issued 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 voting rights and the right to receive
and retain in full all dividends and other distributions (if any)
declared, made or paid on or after the date of the Scheme
Document.
The Offer is governed by the laws of England and Wales and is
subject to the jurisdiction of the English courts. The Scheme is
subject to applicable requirements of the City Code, the Panel, the
London Stock Exchange and the FSA.
APPENDIX II SOURCES OF INFORMATION AND BASES OF CALCULATION
(i) The value placed by the Offer on the existing issued share
capital of Autologic is based on 62,238,953 Autologic Shares in
issue on 15 June 2012, being the last dealing day prior to the date
of this announcement.
(ii) The Closing Prices are taken from the London Stock Exchange
Daily Official List.
(iii) For the purposes of comparison to the Offer Price, the
average Closing Price of 12.8 pence per Autologic Share for the
three months ended 23 May 2012 is rounded to one decimal place.
(iv) The financial information relating to Stobart is extracted
from the audited consolidated financial statements of Stobart for
the year ended 29 February 2012, prepared in accordance with
IFRS.
(v) Unless otherwise stated, the financial information relating
to the Autologic Group is extracted from the audited consolidated
financial statements of Autologic for the financial year to 31
December 2011, prepared in accordance with IFRS.
(vi) For the purpose of determining whether the Offer is
expected to be accretive to Stobart Group's earnings per share and
free cash flow per share, earnings and free cash flow are
calculated before any purchase accounting adjustments that would be
required by IFRS3 as a result of the Acquisition.
APPENDIX III IRREVOCABLE UNDERTAKINGS, UNDERTAKINGS AND LETTERS
OF INTENT
Irrevocable Undertakings
The following holders, controllers or beneficial owners of
Autologic Shares have given irrevocable undertakings to accept the
Offer and vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting to give effect to
the Scheme:
Number of Autologic % of Autologic Shares
Name Shares in issue
Artemis Investment
Management LLP 9,239,024 14.8
Schroder Investment
Management Limited 6,170,978 9.9
TOTAL 15,410,002 24.8
Artemis Investment Management LLP
Stobart has received an irrevocable undertaking to vote (or
procure the vote) in favour of the Scheme at the Court Meeting and
the resolutions to be proposed at the General Meeting from Artemis
Investment Management LLP ("Artemis") in respect of 9,239,024
Autologic Shares which it manages on behalf of clients and in
respect of which it is able to exercise discretionary and voting
control. Such shares represent approximately 14.84 per cent. of the
existing ordinary share capital of Autologic. The irrevocable
undertaking remains binding if the Acquisition is carried out by
way of a Takeover Offer.
If there is no Subsequent Offer (as defined below), all
undertakings shall lapse if:
(i) the Scheme closes, lapses or is withdrawn in accordance with
its respective terms;
(ii) the Effective Date has not occurred by the date falling 5
months from the date of this announcement (or such later date as
Stobart and Autologic may, with the consent of the Panel, agree);
or
(iii) save in the circumstances stated below, a person other
than Stobart or a subsidiary of Stobart or any person acting in
concert with Stobart announces a firm intention to make an offer
(in accordance with Rule 2.7 of the City Code) for the whole of the
issued share capital of Autologic, provided that the value of the
consideration represents an improvement of at least 10 per cent
over the value of the consideration available under the Offer as at
the date on which such firm intention to make an offer is announced
(a "Higher Competing Offer"). A person will be deemed to have
announced an offer when a copy of the announcement required by Rule
2.7 of the City Code is received (whether by fax or otherwise) by
the Panel.
If on or before 11:59 p.m. on the fourteenth day after a Higher
Competing Offer (as defined below) is announced, Stobart announces
a revised Scheme the value of which represents, in the reasonable
opinion of Autologic's financial adviser, an improvement over the
value of the consideration under the Higher Competing Offer the
undertakings above shall remain binding. If Stobart does not
announce a revised Scheme on or before 11:59 p.m. on the fourteenth
day after a Higher Competing Offer is announced, the undertaking
shall lapse and cease to be binding.
If Stobart decides (with the consent of the Panel) to proceed by
way of a Takeover Offer and the terms of such Takeover Offer are,
in the opinion of Autologic's financial advisor, no less favourable
to Autologic Shareholders than the terms of the Offer ("Subsequent
Offer") the undertaking shall continue to apply but shall lapse
if:
(i) an announcement of the Subsequent Offer under Rule 2.7 of
the City Code is not released by such date as Stobart and Autologic
may, with the consent of the Panel, agree; or
(ii) the Subsequent Offer lapses or is withdrawn
Schroder Investment Management Limited
Stobart has received an irrevocable undertaking to vote (or
procure the vote) in favour of the Scheme at the Court Meeting and
the resolutions to be proposed at the General Meeting from Schroder
Investment Management Limited ("Schroder") in respect of 6,170,978
Autologic Shares which it manages on behalf of clients and in
respect of which it is able to exercise discretionary and voting
control. Such shares represent approximately 9.9 per cent. of the
existing issued ordinary share capital of Autologic. The
irrevocable undertaking remains binding if the Acquisition is
carried out by way of a Takeover Offer.
The irrevocable undertaking received from Schroder will cease to
be binding:
(i) if the Scheme Document (or in the case of a Takeover Offer,
the formal document containing the Takeover Offer) has not been
posted within 28 days of the date of the announcement date (or
within such longer period as Stobart may, with the consent of the
Panel, determine not being more than six weeks from the date of
this announcement);
(ii) in the case of a Scheme, if the Scheme terminates or lapses
in accordance with its terms or is otherwise incapable of becoming
effective provided that Stobart does not announce, within 7 days of
the Scheme having terminated or lapsed, that it intends to
implement the Acquisition by way of Takeover Offer; or
(iii) in the event that the Acquisition is implemented by way of
a Takeover Offer, the Takeover Offer is withdrawn or lapses.
(iv) in the event of a competing offer for Autologic, the value
of which (in the opinion of Schroder) exceeds the value of the
Acquisition by five per cent. or more;
In addition, the irrevocable undertaking will cease to apply to
the extent that Schroder no longer has at the relevant time,
authority to exercise discretionary and voting control over such
shares.
Undertaking
Invesco Asset Management Limited
Stobart has received an undertaking to issue instructions to
relevant custodian(s)/nominee(s) to vote in favour of the Scheme at
the Court Meeting and the resolutions to be proposed at the General
Meeting from Invesco Asset Management Limited ("Invesco") in
respect of 16,308,003 Autologic Shares which it manages on behalf
of clients and in respect of which it is able to exercise
discretionary and voting control. Such shares represent
approximately 26.20% of the existing issued ordinary share capital
of Autologic.
The undertaking received from Invesco will cease to be
binding:
(i) if the Scheme closes, lapses or is withdrawn in accordance with its terms; or
(ii) if the Effective Date has not occurred by the date falling
four months from the date of this announcement (or such later date
as Stobart and Autologic may, with the consent of the Panel
agree);
(iii) if prior to the Offer becoming effective in accordance
with its terms, any third party shall in accordance with the City
Code announce a firm intention to make a general offer for all
shares in Autologic which Invesco, in their reasonable opinion
believe represents an improvement to the terms of the Offer.
In addition, the undertaking will cease to apply to the extent
that Invesco no longer has at the relevant time, authority to
exercise discretionary and voting control over such shares.
Letter of Intent
Henderson Global Investors Limited
Autologic has received a letter of intent to accept the Offer
and to vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting from Henderson
Global Investors Limited in respect of 6,434,950 Autologic Shares.
Such shares represent approximately 10.34% of the existing ordinary
share capital of Autologic.
APPENDIX IV DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Acquisition" the proposed acquisition by Stobart Holdings
of the entire issued and to be issued
share capital of Autologic to be implemented
by means of the Scheme or, should Stobart
so elect, by means of a Takeover Offer;
"AIM" AIM, a market operated by London Stock
Exchange plc;
"Authorisations" regulatory authorisations, orders, recognitions,
grants, consents, clearances, confirmations,
certificates, licences, permissions or
approvals;
"Autologic" Autologic Holdings plc;
"Autologic Directors" the directors of Autologic;
"Autologic Group" Autologic and its subsidiary undertakings
and, where the context permits, each of
them;
"Autologic Shareholders" the holders of Autologic Shares;
"Autologic Shares" the existing unconditionally allotted
or issued and fully paid ordinary shares
of 0.1 pence each in the capital of Autologic
and any further such ordinary shares which
are unconditionally allotted or issued
before the Scheme becomes effective;
"Autologic Share Plan" the Autologic Executive Share Option Scheme
2009;
"Business Day" a day (other than Saturdays, Sundays and
public holidays in the UK) on which banks
are open for business in London;
"Canaccord" Canaccord Genuity Limited;
"Cenkos" Cenkos Securities plc;
"City Code" the City Code on Takeovers and Mergers;
"Closing Price" the closing middle market price of a Autologic
Share on a particular trading day as derived
from the London Stock Exchange Daily Official
List;
"Companies Act" the UK Companies Act 2006, as amended
from time to time;
"Conditions" the conditions to the implementation of
the Offer, as set out in Appendix I to
this announcement and to be set out in
the Scheme Document;
"Confidentiality Agreement" the confidentiality agreement dated 11
May 2012 between Stobart and Autologic;
"Court" the High Court of Justice in England and
Wales;
"Court Hearing" the hearing by the Court of the application
for sanction of the Scheme and confirmation
of the Reduction of Capital;
"Court Meeting" the meeting of Scheme Shareholders to
be convened pursuant to an order of the
Court under Part 26 of the Companies Act
for the purpose of considering and, if
thought fit, approving the Scheme (with
or without amendment), including any adjournment
thereof;
"Court Order(s)" the order(s) of the Court sanctioning
the Scheme and confirming the related
Reduction of Capital;
"CREST" the system for the paperless settlement
of trades in securities and the holding
of uncertificated securities operated
by Euroclear UK and Ireland Limited;
"Dealing Disclosure" has the same meaning as in Rule 8 of the
City Code;
"Disclosed" information disclosed: (i) in the annual
report and accounts of Autologic for the
financial year ended 30 December 2011;(ii)
in this announcement; (iii) in any other
announcement made to a Regulatory Information
Service by or on behalf of Autologic on
or before 5.00 p.m. on the Business Day
prior to the date of this announcement;
or (iv) fairly to Stobart or its advisers
by Autologic (in sufficient detail to
allow Stobart to identify the nature and
scope of the relevant fact, matter or
circumstance) on or before 5.00 p.m. on
the Business Day prior to the date of
this announcement;
"Effective Date" the date on which the Scheme becomes effective
pursuant to its terms;
"Euroclear" Euroclear UK and Ireland Limited;
"Forms of Proxy" the forms of proxy for use at the Court
Meeting and the General Meeting;
"FSA" or "Financial Services the Financial Services Authority in its
Authority" capacity as the competent authority for
the purposes of Part VI of the Financial
Services and Markets Act 2000;
"General Meeting" the general meeting of Autologic Shareholders
(including any adjournment thereof) to
be convened in connection with the Scheme;
"Holder" a registered holder including a person
entitled by transmission;
"IFRS" International Financial Reporting Standards;
"Kinmont" Kinmont Advisory Limited;
"Listing Rules" the rules and regulations made by the
Financial Services Authority in its capacity
as the UKLA under the Financial Services
and Markets Act 2000, and contained in
the UKLA's publication of the same name;
"London Stock Exchange" London Stock Exchange plc;
"New Autologic Shares" the new ordinary shares of 0.1p each in
the capital of Autologic to be issued
and allotted credited as fully paid to
Stobart in accordance with the Scheme;
"Offer" the recommended cash offer being made
by Stobart to acquire the entire issued
and to be issued ordinary share capital
of Autologic to be effected by means of
the Scheme and, where the context admits,
any subsequent revision, variation, extension
or renewal thereof;
"Offer Period" the offer period (as defined by the City
Code) relating to Autologic, which commenced
on 24 May 2012;
"Offer Price" 20 pence in cash for each Autologic Share;
"Official List" the Official List maintained by the UKLA;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the
City Code;
"Overseas Shareholders" Autologic Shareholders (or nominees of,
or custodians or trustees for Autologic
Shareholders) not resident in, or nationals
or citizens of the United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Reduction of Capital" the proposed reduction of the share capital
of Autologic under section 641 of the
Companies Act by the cancellation of the
Scheme Shares to be effected as part of
the Scheme;
"Registrar of Companies" the Registrar of Companies in England
and Wales;
"Regulatory Information any of the services set out in Appendix
Service" III to the Listing Rules;
"Restricted Jurisdiction" any jurisdiction where extension or acceptance
of the Offer would violate the law of
that jurisdiction;
"Scheme" the proposed scheme of arrangement under
Part 26 of the Companies Act between Autologic
and the Scheme Shareholders in connection
with the Offer, with or subject to any
modification, addition or condition approved
or imposed by the Court and agreed by
Stobart and Autologic;
"Scheme Document" the document to be sent to Scheme Shareholders
containing, amongst other things, the
Scheme, the notices convening the Court
Meeting and the General Meeting and the
further particulars required by the Companies
Act;
"Scheme Record Time " 6.00 p.m. on the Business Day immediately
preceding the date of the Court Hearing;
"Scheme Shareholders" holders of Scheme Shares, and a "Scheme
Shareholder" shall mean any one of those
Scheme Shareholders;
"Scheme Shares" all Autologic Shares which are:
(a) in issue at the date of the Scheme
Document;
(b) (if any) issued after the date of the
Scheme Document but before the Voting Record
Time; and
(c) (if any) issued at or after the Voting
Record Time but at or before the Scheme
Record Time either on terms that the original
or any subsequent Holders thereof are to
be bound by the Scheme or in respect of
which such Holders have agreed in writing
to be so bound,
excluding, in any case, any Autologic Shares
held by or on behalf of Stobart as at the
Scheme Record Time;
"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;
"Statement of Capital" the statement of capital approved by the
Court showing, with respect to Autologic's
capital, as altered by the Court Order,
the information required by section 649
of the Companies Act;
"Stobart" Stobart Group Limited;
"Stobart Directors" the directors of Stobart;
"Stobart Group" Stobart and its subsidiary undertakings
and, where the context permits, each of
them;
"Stobart Holdings" Stobart Holdings Limited, (registered
number of 7246663), a wholly owned subsidiary
of Stobart;
"Takeover Offer" should Stobart elect to make the Offer
by way of a contractual takeover offer
(as such term is defined in section 974
of the Companies Act), the takeover offer
to be made by Stobart to acquire the entire
issued and to be issued share capital
of Autologic;
"Third Party" for the purpose of Appendix I only, 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;
"UKLA" UK Listing Authority;
"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;
"Voting Record Time" 6.00 p.m. on the day which is two Business
Days before the date of the Court Meeting
or, if the Court Meeting is adjourned,
6.00 p.m. on the day which is two Business
Days before the day of such adjourned
Court Meeting;
"Wider Autologic Group" Autologic and associated undertakings
and any other body corporate, partnership,
joint venture or person in which Autologic
and such undertakings (aggregating their
interests) have a Significant Interest;
and
"Wider Stobart Group" Stobart and associated undertakings and
any other body corporate, partnership,
joint venture or person in which Stobart
and all such undertakings (aggregating
their interests) have a Significant Interest.
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 "euros" or "EUR" are to the
lawful currency of the European Monetary Union.
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
OFFEASKPFSNAEFF
Autologic (LSE:ALG)
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