TIDMDWF
RNS Number : 6982L
Inflexion Private Equity Partners
07 September 2023
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 THAT
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
7 September 2023
Disclosure under Rule 2.10(a) of the Code in respect of the
RECOMMED CASH ACQUISITION
OF
DWF GROUP PLC
BY
AQUILA BIDCO LIMITED
a newly incorporated wholly-owned subsidiary of funds advised
by
INFLEXION PRIVATE EQUITY PARTNERS LLP
to be implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Additional Irrevocable Undertaking Received by Aquila Bidco
Limited
On 21 July 2023, the boards of Aquila Bidco Limited ("Bidco"), a
newly incorporated wholly-owned subsidiary of funds advised by
Inflexion Private Equity Partners LLP ("Inflexion") and DWF Group
plc ("DWF") , made an announcement pursuant to Rule 2.7 of the
Takeover Code that they had reached agreement on the terms and
conditions of a recommended cash offer by Bidco to acquire the
entire issued and to be issued ordinary share capital of DWF (the
"Acquisition") . A circular (the "Scheme Document") in relation to
the scheme of arrangement to effect the Acquisition (the " Scheme
") was published on 15 August 2023.
Capitalised terms used in this announcement (the " Announcement
"), unless otherwise defined, shall have the meanings given to them
in the Scheme Document.
Additional Irrevocable Undertaking
Bidco hereby announces that it has today received an irrevocable
undertaking from Pangaea Three-B, LP, as beneficial owner to funds
managed by Cartesian Capital Group, to direct the vote in favour of
the Scheme at the Other Shareholder Court Meeting and the
Resolutions(s) to be proposed at the General Meeting in respect of
18,214,338 DWF Shares, representing approximately 5.3 per cent. of
the issued share capital of DWF and 11.3 per cent. of the Scheme
Shares entitled to vote at the Other Shareholder Court Meeting as
at 1 September 2023 (being the last practicable Business Day prior
to the date of this Announcement on which the share register of DWF
has been verified for the purpose of the two different classes of
DWF Shareholders).
Bidco has, therefore, received irrevocable undertakings in
respect of a total of 160,240,787 DWF Shares representing, in
aggregate, approximately 78.5 per cent. of Scheme Shares entitled
to vote at the Employee Shareholder Court Meeting, 11.3 per cent.
of Scheme Shares entitled to vote at the Other Shareholder Court
Meeting and 46.9 per cent. of the ordinary share capital of DWF, as
at 1 September 2023.
The irrevocable undertaking will only cease to be binding
if:
(i) the required number of shareholders in accordance with the
terms of the Acquisition do not vote in favour of the Scheme at the
General Meeting or the Court Meetings;
(ii) the Scheme lapses or is withdrawn in accordance with its terms;
(iii) the Acquisition has not become effective by 15 December 2023;
(iv) the date on which any competing offer for the entire issued
and to be issued share capital of DWF is declared unconditional (if
implemented by way of a Takeover Offer) or, if proceeding by way of
a scheme of arrangement, becomes effective; or
(v) if any third party announces a firm intention to make a
general offer pursuant to the Takeover Code for the entire issued
and to be issued ordinary share capital of DWF (other than any such
share capital acquired or agreed to be acquired by such third party
at the time of making such proposal) on terms which in the
reasonable opinion of Rothschild & Co. represent an improvement
in the terms of the offer.
Enquiries:
Bidco and Inflexion +44 7767 481163
Sarah Gestetner
Rothschild & Co +44 20 7280 5000
(Financial Adviser to Bidco and Inflexion)
Ravi Gupta
Martin Tomaszewski
Harry Thompson
Disclaimers
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively as financial adviser to Bidco and Inflexion
and for no one else in connection with the matters referred to in
this Announcement and will not be responsible to anyone other than
Bidco and Inflexion for providing the protections afforded to
clients of Rothschild & Co, nor for providing advice in
relation to the Acquisition or any other matters referred to in
this Announcement. Neither Rothschild & Co nor any of its
affiliates (nor their respective directors, officers, employees or
agents) 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 Rothschild & Co in connection with this Announcement, any
statement contained in this Announcement, the Acquisition or
otherwise. No representation or warranty, express or implied, is
made by Rothschild & Co as to the contents of this
Announcement.
Further information
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, otherwise acquire, subscribe for,
sell or otherwise dispose of any securities, pursuant to the
Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale, issuance or
exchange would be unlawful prior to the registration or
qualification under the laws of such jurisdiction. The Acquisition
will be made solely by means of the Scheme Document published and
posted to DWF Shareholders on 15 August 2023 which contains the
full terms and Conditions of the Acquisition, including details of
how to vote in respect of the Acquisition.
This Announcement has been prepared in connection with proposals
in relation to a scheme of arrangement pursuant to and for the
purpose of complying with English law, the Listing Rules and the
Takeover Code and 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
England. Nothing in this Announcement should be relied on for any
other purpose.
This Announcement contains inside information in relation to DWF
for the purposes of Article 7 of the Market Abuse Regulation. Upon
publication of this Announcement, this information is now
considered to be in the public domain.
Overseas jurisdictions
This Announcement has been prepared in accordance with and for
the purpose of complying with the laws of England and Wales, the
Takeover Code, the Listing Rules, and the Market Abuse Regulation
(EU 596/2014) (which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018) and the Disclosure Guidance and
Transparency Rules and 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
England and Wales.
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 the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to Overseas
Shareholders are contained in the Scheme Document. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition shall not be made available, directly or indirectly,
in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in
favour of the Scheme by any such means from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this Announcement and all documents relating to the Acquisition
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this Announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The availability of the Acquisition to DWF 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. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
The Acquisition is subject to English law and the jurisdiction
of the Court and to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the FCA, the Listing
Rules and the Registrar of Companies.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(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 p.m.
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk ,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this Announcement and the documents required to be
published pursuant to Rule 26.1 of the Takeover Code will be
available, free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions on DWF's website at
https://dwfgroup.com/en/investors/possible-offer-for-dwf-group-plc
and Bidco's website at www.dwfoffer.com by no later than 12.00 p.m.
on the Business Day following this Announcement. For the avoidance
of doubt, neither the content of DWF's website nor Bidco's website
is incorporated into, or forms part of, this Announcement.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments.
General
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or,
if not, from another appropriate authorised independent financial
adviser.
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END
MSCEASNXESPDEEA
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September 07, 2023 02:00 ET (06:00 GMT)
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