TIDMBRSN
RNS Number : 3003Q
Elis SA
11 September 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
NOTICE OF FUTURE ADMISSION OF NEW ELIS SHARES
Saint-Cloud (France), September 11, 2017 - Elis SA ("Elis")
announces that, in the context of the acquisition of Berendsen plc
("Berendsen") to be effected by means of a scheme of arrangement
under Part 26 of the UK Companies Act 2006 (the "Scheme"), it has
been notified by Euronext Paris that, subject to the valid issuance
by Elis of 69,152,052 new shares of a nominal value of EUR 1 each
(the "New Shares") as part of the consideration for the
contribution in kind of the Berendsen Shares subject to the Scheme,
such New Shares will be admitted, in accordance with applicable
rules and procedures, to trading on the regulated market of
Euronext Paris (Compartiment A) under ISIN code FR0012435121.
Elis is publishing this announcement with the consent of
Euronext Paris to publicly confirm, for purposes of the
satisfaction of Condition 2(b) of the Scheme, the future admission
to trading of the New Shares on Euronext Paris.
The issuance of the New Shares is expected to occur on September
13, 2017. The admission of the New Shares to trading on Euronext
Paris will become effective on or shortly after their issuance
date.
Capitalised terms used and not defined in this announcement have
the meanings given to them in the Scheme document dated July 28,
2017 (the "Scheme Document").
Enquiries
Elis
Nicolas Buron Tel: +33 (0) 1 75 49 98 30
Brunswick - Public Relations Adviser to Elis
Jonathan Glass / Tom Burns Tel: +44 (0) 20 7404 5959
Thomas Kamm / Aurélia de Lapeyrouse Tel: +33 (0) 1 53 96 83
83
Lazard & Co., Limited - Financial Adviser to Elis
William Rucker / William Lawes / Tel: +44 (0) 20 7187 2000
Vasco Litchfield / Eugene Schreider
Pierre Tattevin / Charles Duhamel Tel: +33 (0) 1 44 13 01 11
Zaoui & Co Ltd - Financial Adviser to Elis
Yoel Zaoui / Michael Zaoui / Serge Mouracade Tel: +44 (0) 20 7290 5580
Deutsche Bank - Financial Adviser and Corporate Broker to
Elis
Neil Collingridge / Chris Raff / Simon Hollingsworth Tel: +44
(0) 20 7545 8000
Important Notices
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to Elis and no one else
in connection with the Transaction and will not be responsible to
anyone other than Elis for providing the protections afforded to
clients of Lazard & Co., Limited nor for providing advice in
relation to the Transaction and matters referred to in this
announcement. Neither Lazard & Co., Limited nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Lazard & Co., Limited in connection with the Transaction,
this announcement, any statement contained herein or otherwise.
Zaoui & Co Ltd ("Zaoui & Co") is authorised and
regulated in the United Kingdom by the Financial Conduct Authority.
Zaoui & Co is acting exclusively as financial adviser for Elis
and no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than Elis for providing the protections
afforded to clients of Zaoui & Co, nor for providing advice in
relation to any matter referred to herein.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank) and, in France, by the
Autorité de Contrôle Prudentiel et de Résolution. It is subject to
supervision by the European Central Bank and by BaFin, Germany's
Federal Financial Supervisory Authority, and is subject to limited
regulation in France by the AMF. Details about the extent of its
authorisation and regulation by BaFin, the Autorité de Contrôle
Prudentiel et de Résolution and the AMF are available on request.
Deutsche Bank is acting as financial adviser and corporate broker
to Elis and no one else in connection with the Transaction or the
contents of this announcement and will not be responsible to anyone
other than Elis for providing the protections afforded to clients
of Deutsche Bank or for providing advice in relation to the
Transaction or any other matters referred to herein.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction. The New Shares are not being offered
to the public by means of this announcement. This announcement is
not an advertisement and is for information purposes only and does
not constitute a prospectus or prospectus equivalent document.
Investors should not subscribe for or purchase any New Shares
except on the basis of the information contained in the prospectus
with the French Autorité des marchés financiers' visa No. 17-390
dated July 27, 2017 (the "Prospectus") and the Scheme Document
disseminated to Berendsen shareholders. The Transaction is being
made solely by means of the Scheme Document which contains the full
terms and conditions of the Transaction.
This announcement has been prepared for the purposes of
complying with the laws of France and the United Kingdom. The
information disclosed herein 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 France and
the United Kingdom.
The distribution of this announcement, the Prospectus and the
Scheme Document and the acquisition of New Shares may be restricted
by law in certain jurisdictions other than France, the United
Kingdom and the United States, where sending or making available
information concerning the Transaction to Berendsen shareholders in
such jurisdiction would violate the laws of that jurisdiction or
would require registration of the New Shares. Persons in possession
of this announcement, the Prospectus or the Scheme Document or
considering the acquisition or subscription of New Shares must
familiarize themselves with such laws and regulations and with the
potential restrictions resulting therefrom, and must comply with
such restrictions.
The New Shares are expected to be issued in the United States in
reliance upon the exemption from the registration requirements of
the US Securities Act of 1933, as amended provided by Section
3(a)(10) thereof. None of the New Shares have been approved or
disapproved by the United States Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority.
Without prejudice to the foregoing, Elis reserves the right to
reject any offer to purchase or subscribe New Shares that it
considers might lead to a breach of any laws, rules or
regulations.
The Prospectus has not been and will not be submitted for
approval to any market supervisory authority other than the
competent authority of France, the AMF. The Prospectus has not been
and will not be passported into any jurisdiction other than the
United Kingdom. Consequently, no steps may be taken that would
constitute or that would result in an offer of New Shares outside
of France, the United Kingdom and the United States.
Elis does not represent that this announcement, the Prospectus
or the Scheme Document may be distributed legally in jurisdictions
other than France, the United Kingdom and the United States or that
the New Shares may be lawfully offered in compliance with any
applicable registration requirements that may be applicable to an
offer in jurisdictions outside of France, the United Kingdom and
the United States, or pursuant to any exemption available
thereunder. Accordingly, neither the Prospectus nor any advertising
or any other document related to the offer may be distributed or
published in any jurisdiction outside of France, the United Kingdom
and the United States unless this is done in accordance with all
applicable laws and regulations.
This announcement, the Prospectus and the Scheme Document do not
constitute an offer to sell or the solicitation of an offer to
purchase New Shares to any person in a jurisdiction in which it is
unlawful to make such offer or solicitation to such person. This
announcement, the Prospectus and the Scheme Document may not be
distributed in a jurisdiction outside of France, the United Kingdom
and the United States where a registration, qualification or
another requirement exists or may exist in relation to an offer or
the admission to trading on a regulated market.
It is the responsibility of any person not resident in France,
the United Kingdom or the United States to ensure that the
legislation applicable in its country of residence is complied
with, and that all other formalities that may be required are
fulfilled, including the payment of all costs and levies.
In accordance with, and to the extent permitted by, the Takeover
Code and normal UK market practice and Rule 14e-5 under the US
Exchange Act, Deutsche Bank AG, London Branch and its affiliates
may continue to act as exempt principal traders in Berendsen Shares
on the London Stock Exchange and will engage in certain other
purchasing activities consistent with their respective normal and
usual practice and applicable law, including Rule 14e-5 under the
US Exchange Act. To the extent required to be disclosed in
accordance with applicable regulatory requirements, information
about any such purchases will be disclosed to the Panel by no later
than 12 noon on the next "business day", as such term is defined in
the Takeover Code, and will be available from any Regulatory
Information Service, including the regulatory news service on the
London Stock Exchange website (www.londonstockexchange.com).
Note to US investors
The New Shares have not been and will not be registered under
the US Securities Act or under the securities laws of any state or
other jurisdiction of the United States. Accordingly, the New
Shares may not be offered, sold, resold, delivered, distributed or
otherwise transferred, directly or indirectly, in or into the
United States absent registration under the US Securities Act or an
exemption therefrom. This announcement does not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of the New Shares in any state of the United States in
which such offer, solicitation or sale would be unlawful prior to
qualification under the securities laws of any such state. The New
Shares are expected to be issued in the United States in reliance
upon the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) thereof. Berendsen
shareholders (whether or not US persons) who are or will be
affiliates (within the meaning of the US Securities Act) of Elis
prior to or after the date on which the Transaction becomes
effective will be subject to certain restrictions on transfers of
the New Shares received pursuant to the Transaction. Otherwise, the
New Shares generally should not be treated as "restricted
securities" within the meaning of Rule 144(a)(3) under the US
Securities Act and persons who receive securities under the
Transaction (other than "affiliates" as described in the paragraph
below) may resell them without restriction under the US Securities
Act.
Elis is organised under the laws of France and Berendsen is
organised under the laws of England. Some or all of the officers
and directors of Elis and Berendsen are residents of countries
other than the United States. The significant majority of the
assets of Elis and Berendsen are located outside the United States.
As a result, it may not be possible to effect service of process
within the United States upon Elis, Berendsen or any of their
respective officers or directors, or to enforce outside the United
States judgments obtained in US courts against Elis, Berendsen or
any of their respective officers or directors, including, without
limitation, judgments based upon the civil liability provisions of
the US federal securities laws or the laws of any state or
territory within the United States. It may not be possible to sue
Elis or Berendsen or their respective officers or directors in a
non-US court for violations of US securities laws. It may be
difficult to compel Elis, Berendsen and their respective affiliates
to subject themselves to the jurisdiction and judgment of a US
court.
None of the New Shares have been approved or disapproved by the
SEC, any state securities commission in the United States or any
other US regulatory authority, nor have such authorities passed
upon or determined the fairness or merits of such securities or
upon the adequacy or accuracy of the information contained in this
document. Any representation to the contrary is a criminal offence
in the United States.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), 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 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Forward-looking statements
This announcement may contain certain "forward looking
statements". All statements other than statements of historical
fact included in any document may be forward looking statements.
Forward looking statements also often use words such as "believe",
"expect", "estimate", "intend", "anticipate" and words of a similar
meaning. By their nature, forward looking statements involve risk
and uncertainty that could cause actual results to differ
materially from those suggested by them. Much of the risk and
uncertainty relates to factors that are beyond the companies'
abilities to control or estimate precisely, such as future market
conditions and the behaviours of other market participants, and
therefore undue reliance should not be placed on such statements
which speak only as at the date of this document. Neither Berendsen
nor Elis assumes any obligation to, and do not intend to, revise or
update these forward looking statements, except as required
pursuant to applicable law or regulation.
Publication on website
A copy of this announcement will be made available on Elis'
website at www.corporate-elis.com and Berendsen's website at
www.berendsen.com by no later than 12 noon (London time) on 12
September 2017. For the avoidance of doubt, the contents of these
websites are not incorporated into and do not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOAOKKDPFBKDCCD
(END) Dow Jones Newswires
September 11, 2017 02:00 ET (06:00 GMT)
Berendsen (LSE:BRSN)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Berendsen (LSE:BRSN)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
