TIDMCIRC
RNS Number : 5473B
Toscafund Asset Management LLP
04 April 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Recommended cash offer for
CIRCLE HOLDINGS plc ("CIRCLE" or the "company")
by
DMWSL 849 Limited ("BIDCO")
Publication and posting of Offer Document
4 April 2017
On 29 March 2017, the board of directors of Circle and the
director of Bidco announced (the "Announcement") that they had
reached agreement on the terms of a recommended all cash offer to
be made by Bidco for all of the issued and to be issued share
capital of Circle not already owned, or agreed to be acquired, by
Bidco (the "Offer"). Terms used but not defined in this
announcement shall have the meaning given to them in the
Announcement.
Further to the Announcement, Bidco is pleased to announce that
it is today posting the offer document containing the full terms
and conditions of the Offer and the procedures for its acceptance
(the "Offer Document") to Circle Shareholders and, for information
only, to persons with information rights.
Information on how to accept the Offer
The Offer will initially be open for acceptance until 1.00 p.m.
(London time) on 25 April 2017.
To accept the Offer in respect of Circle Shares, or any of them,
held in certificated form (i.e. Circle Shares NOT held in CREST),
the Form of Acceptance must be completed in accordance with the
instructions printed thereon and returned as soon as possible and,
in any event, so as to be received by Capita Asset Services,
Corporate Actions, The Registry, 34 Beckenham Road, Beckenham BR3
4TU by no later than 1.00 p.m. (London time) on 25 April 2017.
To accept the Offer in respect of Circle Shares, or any of them,
held in uncertificated form (i.e. Circle Shares held in CREST),
acceptance should be made electronically through CREST so that the
relevant TTE Instruction settles as soon as possible and, in any
event, by no later than 1.00 p.m. (London time) on 25 April 2017.
If you are a CREST sponsored member, you should refer to your CREST
sponsor as only your CREST sponsor will be able to send the
necessary TTE Instruction to Euroclear in relation to your Circle
Shares.
The Offer is subject to the terms and conditions set out in the
Offer Document. The Offer Document and the Form of Acceptance will
be published on Toscafund's website at www.toscafund.com, on
Penta's website at www.pentacapital.com and on Circle's website at
www.circleholdingsplc.com by no later than 12 noon on 5 April 2017
and will remain published thereon while the Offer remains open for
acceptance.
Shareholder helpline
A shareholder helpline is available for Circle Shareholders. If
Circle Shareholders require assistance in completing their Form of
Acceptance (or wish to obtain an additional Form of Acceptance),
they should contact Capita Asset Services on 0371 664 0321. Calls
are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00 am
- 5.30 pm, Monday to Friday excluding public holidays in England
and Wales. Please note that Capita Asset Services cannot provide
any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
Whitman Howard Limited Tel: +44(0) 207 659
(financial adviser 1234
to Bidco)
Nick Lovering
Francis North
----------------------------- ---------------------
Maitland (media enquiries Tel: +44 (0) 207 379
for Toscafund Asset 5151
Management LLP and
Penta Capital LLP)
Neil Bennett
Tom Eckersley
----------------------------- ---------------------
Numis (Rule 3 financial Tel: +44 (0) 207 260
adviser, NOMAD and 1000
corporate broker to
Circle)
Michael Meade
Richard Thomas
Ben Stoop
----------------------------- ---------------------
Circle Holdings PLC Tel: +44 (0) 207 034
Michael Kirkwood (Chairman) 5258
Paolo Pieri (Chief
Executive Officer)
----------------------------- ---------------------
IMPORTANT NOTES
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer is made solely by means of the
Offer Document and, in respect of Circle Shares held in
certificated form, the Form of Acceptance, which will contain the
full terms and conditions of the Offer, including details of how
the Offer may be accepted. Any decision in respect of, or other
response to, the Offer should be made only on the basis of the
information contained in those documents.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Important notices relating to financial advisers
Whitman Howard Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as
financial adviser exclusively for Bidco and Tosca Penta and for
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 referred to in this announcement and will
not be responsible to anyone other than Bidco and Tosca Penta for
providing the protections afforded to clients of Whitman Howard
Limited, nor for providing advice in relation to the Offer or any
other matter or arrangement referred to in this announcement.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for
Circle and for 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 referred to in this announcement
and will not be responsible to anyone other than Circle for
providing the protections afforded to clients of Numis, nor for
providing advice in relation to the Offer or any other matter or
arrangement referred to in this announcement.
This announcement is not an offer of securities for sale in the
United States, Canada, Australia or Japan or in any other
jurisdiction in which such an offer is unlawful.
Overseas jurisdictions
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than the United
Kingdom or Jersey may be restricted by laws and/or regulations of
those jurisdictions. Therefore any persons who are subject to the
laws and regulations of any jurisdiction other than the United
Kingdom or Jersey should inform themselves about and observe any
applicable requirements in their jurisdiction. Any failure to
comply with the applicable requirements may constitute a violation
of the laws and/or regulations of any such jurisdiction.
In particular, copies of this announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. Unless
otherwise permitted by applicable law and regulation, the Offer may
not be made, directly or indirectly, in or into, or by the use of
mails or any means or 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 Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
The receipt of cash pursuant to the Offer by Circle Shareholders
may be a taxable transaction under applicable national, state and
local, as well as foreign and other tax laws. Each Circle
Shareholder is urged to consult their independent professional
adviser regarding the tax consequences of accepting the Offer.
This announcement has been prepared for the purpose of complying
with English law and Jersey law and the 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 of England or Jersey.
Notice to US investors
The Offer is being made for securities in a company incorporated
under the laws of Jersey and Circle Shareholders in the United
States should be aware that this announcement, the Offer Document
and any other documents relating to the Offer have been, or will
be, prepared in accordance with the Code and UK and Jersey
disclosure requirements, format and style, all of which differ from
those in the United States. All financial information that is
included in this announcement or that may be included or referred
to in the Offer Document or any other documents relating to the
Offer, has been, or will be, prepared in accordance with
International Financial Reporting Standards adopted by the European
Union and therefore may not be comparable to financial statements
of US companies or companies whose financial statements are
prepared in accordance with US GAAP.
The Offer, if required to be made, will be made in the United
States pursuant to applicable exemptions under the US tender offer
rules and securities laws and otherwise in accordance with the
requirements of the Code, the Panel and the London Stock Exchange.
Accordingly, the Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and law. In the United States, the Offer
will be made solely by Bidco and not by its financial adviser.
Circle is a company incorporated under the laws of Jersey and
Bidco is a company incorporated under the laws of England and
Wales. All of the assets of the Circle Group and the Bidco Group
are located outside of the United States. As a result, it may not
be possible for Circle Shareholders in the United States to effect
service of process within the United States upon any member of the
Circle Group or any member of the Bidco Group or their respective
officers or directors or to enforce against any of them judgments
of the United States predicated upon the civil liability provisions
of the federal securities laws of the United States. It may not be
possible to sue any member of the Circle Group or any member of the
Bidco Group or their respective officers or directors in a non-US
court for violations of the US securities laws. There is also a
substantial doubt as to enforceability in the United Kingdom or in
Jersey in original actions, or in actions for the enforcement of
judgments of US courts, based on civil liability provisions of US
federal securities laws.
Cautionary note regarding forward-looking statements
This announcement, including the information included in this
announcement, contains certain forward-looking statements. These
statements are based on the current expectations of Bidco,
Toscafund, Penta and/or Circle (as the case may be) and are
naturally subject to uncertainty and changes in circumstances.
These forward-looking statements may include statements about the
expected effects on Bidco and/or Toscafund and/or Penta and/or
Circle of the Offer, the expected timing and scope of the Offer,
strategic options and all other statements in this announcement
other than historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "budget", "schedule", "forecast",
"project", "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could", "subject to", or other words of
similar meaning. By their nature, forward-looking statements
involve known and unknown risks and uncertainties, because they
relate to events and depend on circumstances that will occur in the
future and the factors described in the context of such
forward-looking statements in this announcement could cause actual
results, outcomes and developments to differ materially from those
expressed in or implied by such forward-looking statements and such
statements are therefore qualified in their entirety by the risks
and uncertainties surrounding these future expectations. Many of
these risks and uncertainties relate to factors that are beyond the
entities' ability to control or estimate precisely, such as, but
not limited to, general business and market conditions both
globally and locally, political, economic and regulatory forces,
industry trends and competition, future exchange and interest
rates, changes in government and regulation including in relation
to health and safety, the environment, labour relations and tax
rates and future business combinations or dispositions. Although it
is believed that the expectations reflected in such forward-looking
statements are reasonable, none of Bidco, Toscafund, Penta or
Circle can give any assurance, representation or guarantee that
such expectations will prove to have been correct and such
forward-looking statements should be construed in light of such
factors and you are therefore cautioned not to place reliance on
these forward-looking statements which speak only as at the date of
this announcement. None of Bidco, Toscafund, Penta or Circle
assumes any obligation to update or correct the information
contained in this announcement (whether as a result of new
information, future events or otherwise), except as required by
applicable law or regulations.
No profit forecasts or estimates
Nothing in this announcement is intended or shall be deemed to
be a forecast, projection or estimate of the future financial
performance of Circle or Bidco or Toscafund or Penta and no
statement in this announcement should be interpreted to mean that
earnings or earnings per share of those entities (where relevant)
for the current or future financial periods would necessarily match
or exceed the historical published earnings or earnings per share
of those entities (where relevant).
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one 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 Offer Period
Commencement Date 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 Offer Period Commencement Date 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 one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 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.
Purchases outside the Offer
Bidco or its nominees or brokers (acting as agents) may purchase
Circle Shares otherwise than under the Offer, such as in the open
market or through privately negotiated purchases. Such purchases
shall comply with the Code, the AIM Rules and the rules of the
London Stock Exchange.
Publication on websites
A copy of this announcement and the other documents required to
be published pursuant to Rule 26 of the Code in connection with the
Offer will, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, be available by no later than
12.00 noon on 5 April 2017 and free of charge for inspection on
Toscafund's website at www.toscafund.com, on Penta's website at
www.pentacapital.com and on Circle's website at
www.circleholdingsplc.com during the Offer Period. The contents of
any website referred to in this announcement are not incorporated
into, and do not form part of, this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled
may request a copy of this announcement and any information
incorporated into it by reference to another source in hard copy
form. A person may also request that all future documents,
announcements and information to be sent to that person in relation
to the Offer should be in hard copy form. For persons who receive a
copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent
unless so requested from Nick Lovering or Francis North at Whitman
Howard Limited during business hours on Tel: +44 (0) 207 659 1234
or by submitting a request in writing to either of them at Whitman
Howard Limited, First Floor, Connaught House, 1-3 Mount Street,
London W1K 3NB.
Information relating to Circle Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Circle Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Circle may be provided to Bidco, Toscafund and
Penta during the Offer Period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this announcement have been subject
to rounding adjustments.
Time
All times shown in this announcement are London times, unless
otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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