TIDMDWF
RNS Number : 2040M
DWF Group PLC
12 September 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
12 September 2023
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
RESULTS OF COURT MEETINGS AND GENERAL MEETING AND EXPECTED
TIMETABLE OF PRINCIPAL EVENTS
Introduction
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") announced that they had reached agreement on the terms
of a recommended cash offer by Bidco to acquire the entire issued
and to be issued ordinary share capital of DWF (the "Acquisition")
The Acquisition is being implemented by means of a court sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). A circular in relation to the Scheme was published by
DWF on 15 August 2023 ("Scheme Document").
The board of DWF is pleased to announce that the Employee
Shareholder Court Meeting and the Other Shareholder Court Meeting
to consider the Scheme and the General Meeting to consider the
Resolution were each held today and all resolutions were approved
by the requisite majorities, as set out in further detail
below.
At each of the Court Meetings, a majority in number of the
Scheme Shareholders who voted and were entitled to vote (either in
person or by proxy) at each applicable Court Meeting, representing
not less than 75 per cent. in value of the Scheme Shares voted by
those Scheme Shareholders at each Court Meeting, voted in favour of
the resolution to approve the Scheme.
At the General Meeting, the requisite majority of DWF
Shareholders voted to pass the Resolution at the General Meeting
to, among other things, authorise the DWF Directors to take all
such action as they may consider necessary or appropriate for
implementation of the Scheme and amend DWF's articles of
association in connection with the Scheme.
Capitalised terms in this announcement, unless otherwise
defined, have the same meaning as set out in the Scheme Document
and all references to times in this announcement are to London time
unless otherwise stated.
Details of the resolutions passed are set out in the notices of
the Employee Shareholder Court Meeting, Other Shareholder Court
Meeting and General Meeting at Part 12 (Notice of Employee
Shareholder Court Meeting), Part 13 (Notice of Other Shareholder
Court Meeting) and Part 14 (Notice of General Meeting) of the
Scheme Document, respectively, which is available on DWF's website
at https://dwfgroup.com/en/investors/offer-for-dwf-group-plc and on
Bidco's website at www.dwfoffer.com .
The total number of DWF Shares in issue at the Voting Record
Time was 341,979,578, with a nominal value of 1 penny each, of
which no DWF Shares were held by DWF in treasury.
Based on the information available to DWF's share registrar,
Equiniti, as at the Voting Record Time:
-- the number of issued ordinary shares that are attributable to
the Employee Shareholder share class is 180,789,286 DWF Shares;
and
-- the number of issued ordinary shares that are attributable to
the Other Shareholder share class is 161,190,292 DWF Shares.
The detailed voting results in relation to the Employee
Shareholder Court Meeting, the Other Shareholder Court Meeting and
the General Meeting are summarised below and this announcement will
be posted on DWF's website at
https://dwfgroup.com/en/investors/offer-for-dwf-group-plc .
Voting results of the Employee Shareholder Court Meeting
At the Employee Shareholder Court Meeting held on 12 September
2023, a majority in number of Employee Shareholders who voted
(either in person or by proxy), representing 100.00 per cent. by
value of those Scheme Shares voted, voted in favour of the
resolution to approve the Scheme. The resolution proposed at the
Employee Shareholder Court Meeting was passed on a poll vote and
each Scheme Shareholder was entitled to one vote per Scheme Share
held at the Voting Record Time. Details of the votes cast are as
follows:
Results Number % of Number % of Number
of the of Scheme of Employee of
Employee Scheme Shares Employee Shareholders Scheme
Shareholder Shares held by Shareholders who voted(2) Shares
Court Meeting held by Employee who voted(1) voted
Employee Shareholders as a %
Shareholders voted(2) of the
voted Scheme
Shares held
by Employee
Shareholders
eligible
to be voted
at the Employee
Shareholder
Court Meeting(2)
For 159,786,309 100.00 161 100.00 88.38
-------------- -------------- -------------- -------------- ------------------
Against 0 0 0 0 0.00
-------------- -------------- -------------- -------------- ------------------
Total 159,786,309 100.00 161 100.00 88.38
-------------- -------------- -------------- -------------- ------------------
(1) Where a Scheme Shareholder has cast some of their votes
"for" and some of their votes "against" the resolution, such Scheme
Shareholder has been counted as having voted both "for" and
"against" the resolution for the purposes of determining the number
and percentage of Scheme Shareholders who voted as set out in this
column.
(2) Rounded to two decimal places.
Voting results of the Other Shareholder Court Meeting
At the Other Shareholder Court Meeting held on 12 September
2023, a majority in number of Other Shareholders who voted (either
in person or by proxy), representing 80.55 per cent. by value of
those Scheme Shares voted, voted in favour of the resolution to
approve the Scheme. The resolution proposed at the Other
Shareholder Court Meeting was passed on a poll vote and each Scheme
Shareholder was entitled to one vote per Scheme Share held at the
Voting Record Time. Details of the votes cast are as follows:
Results Number % of Number % of Number
of the of Scheme of Other of
Other Shareholder Scheme Shares Other Shareholders Scheme
Court Meeting Shares held by Shareholders who voted(2) Shares
held by Other Shareholders who voted(1) voted
Other Shareholders voted(2) as a %
voted of the
Scheme
Shares held
by Other
Shareholders
eligible
to be voted
at the Other
Shareholder
Court Meeting(2)
For 72,172,505 80.55 106 89.83 44.77
-------------------- -------------------- -------------- -------------- ------------------
Against 17,429,878 19.45 12 10.17 10.81
-------------------- -------------------- -------------- -------------- ------------------
Total 89,602,383 100.00 118 100.00 55.59
-------------------- -------------------- -------------- -------------- ------------------
(1) Where a Scheme Shareholder has cast some of their votes
"for" and some of their votes "against" the resolution, such Scheme
Shareholder has been counted as having voted both "for" and
"against" the resolution for the purposes of determining the number
and percentage of Scheme Shareholders who voted as set out in this
column.
(2) Rounded to two decimal places.
Voting results of the General Meeting
At the General Meeting held on 12 September 2023, the special
resolution to, among other things, authorise the DWF Directors to
take all such action as they may consider necessary or appropriate
for implementation of the Scheme, and also approving the adoption
of amended articles of association for DWF, was duly passed on a
poll vote. Each DWF Shareholder was entitled to one vote per DWF
Share held at the Voting Record Time. The results are detailed as
follows:
Results of the General Number of DWF Shares % of DWF Shares voted(3)
Meeting voted
For(1) 231,450,251 93.00
--------------------- -------------------------
Against 17,425,585 7.00
--------------------- -------------------------
Total 248,875,836 100.00
--------------------- -------------------------
Withheld(2) 27,448
--------------------- -------------------------
(1) Includes discretionary votes.
(2) A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against' the
special resolution.
(3) Rounded to two decimal places.
Please note that certain of the percentages set out in the
tables above have been rounded. As a result of such rounding, the
totals of percentages presented in these totals may vary slightly
from the actual arithmetical totals of such percentages
Acquisition Conditions
The outcome of the Court Meetings and the General Meeting means
that Conditions 2(a) and (b) as set out in Part 3 (Conditions to
and Further Terms of the Acquisition) of the Scheme Document have
been satisfied.
The Acquisition remains subject to the Court sanctioning the
Scheme at the Sanction Hearing, the delivery of a copy of the Court
Order to the Registrar of Companies and the satisfaction or (where
capable of being waived) waiver of the other Conditions to the
Acquisition as set out in Part 3 (Conditions to and Further Terms
of the Acquisition) of the Scheme Document. In particular, the
Acquisition remains subject to the remaining regulatory clearances
set out in paragraph 3 of Part A of Part 3 (Conditions to and
Further Terms of the Acquisition) of the Scheme Document (the
"Regulatory Conditions"). Bidco currently expects that all
Regulatory Conditions will be satisfied by 25 September 2023.
Subject to the satisfaction of the Regulatory Conditions
outlined above, it is the current intention of the Company to seek
the Court's sanction of the Scheme on 29 September 2023, at a
hearing to be held in The Royal Courts of Justice. If all
Regulatory Conditions have not been satisfied or (where capable of
waiver) waived, before 29 September 2023, the expected timetable of
principal events as set out below is likely to change and DWF will
make a further announcement regarding the expected timetable for
the implementation of the Scheme.
Before such time, if any of the Regulatory Conditions is
satisfied, or the relevant Regulatory Condition or Regulatory
Conditions relating thereto is waived, a further announcement
confirming the satisfaction or waiver of the relevant Regulatory
Condition(s) will be made by DWF.
Partial Securities Election via CREST
DWF Shareholders who hold their Scheme Shares in uncertificated
form and who wish to elect for the Partial Securities Alternative
may do so from 13 September 2023 by submitting a TTE Instruction
via the CREST system. Please see paragraph 1 of Part 5 (How to make
a Partial Securities Alternative Election) of the Scheme Document
for information on how to submit a TTE Instruction. DWF
Shareholders will have until 1.00 p.m. on 2 October 2023 to submit
their TTE Instruction.
Expected timetable of principal events
Set out below is the current expected timetable of principal
events. All times and dates are indicative only and are subject to
change. DWF will give adequate notice of any change or revision of
these currently expected dates and/or times (including the date and
time of the Sanction Hearing and the latest time and date for
lodging of the TTE Instructions, the Forms of Election, the Forms
of Instruction (and, if applicable for Nominee Service Participants
only, the Beneficial Holder Powers of Attorney) in respect of the
Partial Securities Alternative) and by issuing an announcement of
the revised dates and/or times through a Regulatory Information
Service.
Event(1) Time and/or date (2023)
Expected date of conditional 27 September 2023
declaration of the Special Dividend
--------------------------------
Latest time for lodging the 1.00 pm on 28 September 2023
ORANGE Form of Instruction from
Nominee Service Participants
and, if necessary, the Beneficial
Holder Power of Attorney, in
respect of the Partial Securities
Alternative
--------------------------------
Sanction Hearing to sanction 29 September 2023(2)
the Scheme
--------------------------------
Latest time for lodging the 1.00 pm on 2 October 2023
GREEN Form of Election or the
TTE Instructions in respect
of the Partial Securities Alternative
--------------------------------
Last day of dealings in, and 2 October 2023
for registration of transfers
of, and disablement in CREST
of, DWF Shares
--------------------------------
Scheme Record Time 6.00 pm on 2 October 2023
--------------------------------
Expected record date for the 6.00 pm on 2 October 2023
Special Dividend
--------------------------------
Dealings in DWF Shares suspended 7.30 am on 3 October 2023
--------------------------------
Effective Date 3 October 2023(3)
--------------------------------
Cancellation of listing and 7.30 am on 4 October 2023
admission to trading of DWF
Shares
--------------------------------
Latest date for despatch of 17 October 2023
cheques in respect of cash consideration
and for settlement of cash consideration
through CREST, electronic payment
or other form of payment as
may be approved by DWF and payment
of the Special Dividend.
--------------------------------
Latest date for issue of Loan 17 October 2023
Notes or Preference Shares for
Scheme Shareholders who have
elected for the Partial Securities
Alternative
--------------------------------
Expected date for the crediting A date no later than 24 October
to mandated bank accounts or ("NS")
cheques issued in respect of,
any cash consideration due to
Nominee Service Participants
--------------------------------
Issue of Nominee Service Statements Within 14 days of NS
--------------------------------
Long Stop Date 11.59 p.m. on 21 July 2024(4)
--------------------------------
(1) These dates and times are indicative only and will depend,
among other things, on the date upon which: (i) the Conditions are
satisfied or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; and (iii) a copy of the Court Order is
delivered to the Registrar of Companies. If any of the expected
times and/or dates above change (a) the revised times and/or dates
will be notified to DWF Shareholders by announcement through a
Regulatory Information Service, with such announcement being made
available on DWF's website at
https://dwfgroup.com/en/investors/offer-for-dwf-group-plc and on
Bidco's website at www.dwfoffer.com and (b) if required by the
Panel, DWF will send notice of the change(s) to DWF
Shareholders.
(2) Subject to satisfaction of certain regulatory conditions as
set out in Part 3 (Conditions to and Further Terms of the Scheme
and the Acquisition) of the Scheme Document
(3) Following sanction of the Scheme by the Court, the Scheme
will become Effective in accordance with its terms upon a copy of
the Court Order being delivered to the Registrar of Companies. This
is presently expected to occur within two Business Days of receipt
of the Court Order, subject to satisfaction or (where capable of
waiver), waiver of the Conditions. It is intended that on the
Effective Date, share certificates in respect of Scheme Shares will
cease to be valid and entitlements to DWF Shares held within the
CREST system will be cancelled.
(4) This is the latest date by which the Scheme may become
Effective unless Bidco and DWF agree (with the consent of the Panel
and, if required, the Court) a later date or if the Panel requires
an extension to the Long Stop Date pending final determination of
an issue under section 3(g) of Appendix 7 to the Takeover Code.
All references in this announcement to times are to London time
unless otherwise stated.
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
DWF Group plc +44 7971 983533
James Igoe, Head of Communications and IR
Fenchurch +44 20 7382 2222
(Joint Financial Adviser to DWF)
Kunal Gandhi
Philip Evans
Richard Locke
Ben Spalton
Stifel +44 20 7710 7600
(Joint Financial Adviser to DWF)
Robin Mann
Gareth Hunt
Fred Walsh
H/Advisors Maitland
(Public Relations Adviser to DWF)
DWF-maitland@h-advisors.global
Sam Turvey +44 7827 836246
Sam Cartwright +44 7827 254561
Travers Smith LLP is acting as legal adviser to Bidco and
Inflexion.
Dorsey & Whitney (Europe) LLP is acting as legal adviser to
DWF and Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting
as equity compensation legal adviser to DWF.
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
subsidiaries, branches or 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.
Fenchurch Advisory Partners LLP ( "Fenchurch"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively as joint financial adviser
for DWF and no-one else in connection with the Acquisition
described in this announcement and accordingly will not be
responsible to anyone other than DWF for providing the protections
afforded to its clients nor for providing advice in relation to the
matters described in this announcement.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated by the FCA in the United Kingdom, is acting
exclusively as joint financial adviser, alongside Fenchurch, to DWF
and for no one else in connection with the matters referred to in
this announcement and will not be responsible to anyone other than
DWF for providing the protections afforded to clients of Stifel,
nor for providing advice in relation to the Acquisition or any
other matters referred to in this announcement.
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of an offer to buy any securities, any vote or
approval in any jurisdiction 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 is
unlawful. The Acquisition will be made solely by means of the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document), which will contain the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition. Any vote or other decision
in respect of, or other response to, the Acquisition should be made
only on the basis of the information in the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, the
Offer Document).
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 does not constitute a prospectus, prospectus
equivalent document or an exempted document.
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
or into certain jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore any
persons into whose possession this announcement comes should inform
themselves of, and observe, such restrictions. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their DWF Shares with respect to the Scheme and the Court
Meetings, or to execute and deliver forms of proxy appointing
another to vote at the applicable Court Meeting on their behalf may
be affected by the laws of the relevant jurisdiction in which they
are located. Further details in relation to the Overseas
Shareholders are contained in the Scheme Document. Any failure to
comply with any such 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 shall be 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.
Additional information for US investors in DWF
DWF Shareholders in the United States should note that the
Acquisition relates to the shares of an English company with a
listing on the Main Market and is proposed to be effected by means
of a scheme of arrangement under English law. This announcement,
the Scheme Document and certain other documents relating to the
Acquisition have been or will be prepared in accordance with
English law, the Takeover Code and UK disclosure requirements,
format and style, all of which differ from those in the United
States. A transaction effected by means of a scheme of arrangement
is not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act. Accordingly, the Acquisition is
subject to the disclosure requirements of and practices applicable
in the United Kingdom to schemes of arrangement, which differ from
the disclosure requirements of the United States tender offer and
proxy solicitation rules. If, in the future, Bidco exercises the
right to implement the Acquisition by way of a Takeover Offer and
determines to extend the offer into the United States, the
Acquisition will be made in compliance with applicable United
States laws and regulations, including any applicable exemptions
under the US Exchange Act.
The Loan Notes, the Preference Shares, the Bidco Rollover Loan
Notes, the Holdco Rollover Loan Notes and the Bidco Rollover
Preference Shares have not been, and will not be, registered under
the US Securities Act or with any securities regulatory authority
of any state or other jurisdiction of the United States and may not
be offered, sold, exercised, resold, transferred or delivered,
directly or indirectly, in or into the United States except
pursuant to an exemption from the registration requirements of the
US Securities Act. There will be no public offer of Loan Notes or
Preference Shares in the United States. Accordingly, the Partial
Securities Alternative is not being offered, and will not be
offered, directly or indirectly in or into, or by use of the mails
of, or by any means or instrumentality of interstate or foreign
commerce of or of any facilities of a national securities exchange
of, the United States. This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Partial
Securities Alternative may not be applied to by any such use,
means, instrumentality or facility from or within the United States
or by persons located or resident in the United States.
Accordingly, materials allowing for the Partial Securities
Alternative are not being, and must not be, directly or indirectly
mailed or otherwise published, transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees
or trustees) in or into the United States or to any US persons or
any persons located or resident in the United States. Any purported
applicability of the Partial Securities Alternative resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported applicability of the Partial
Securities Alternative made by a person located in the United
States or any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be
accepted.
Each person electing to receive the Partial Securities
Alternative will represent that it is not a US person, it is not
located in the United States and it is not participating in the
Acquisition from the United States or acting on a non-discretionary
basis for a principal that is not a US person, it is located
outside the United States and that it is not giving an order to
participate in the Partial Securities Alternative from the United
States. For the purposes of this and the above paragraph, "United
States" means United States of America, its territories and
possessions (including Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands), any
state of the United States of America and the District of
Columbia.
DWF's financial statements, and all financial information that
is included in this announcement, the Scheme Document or any other
documents relating to the Acquisition, have been or will be
prepared in accordance with UK-adopted international accounting
standards and may not be comparable to financial statements of
companies in the United States or other companies whose financial
statements are prepared in accordance with US generally accepted
accounting principles.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its DWF Shares pursuant to the
Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each DWF
Shareholder is urged to consult their independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to them.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and DWF are located in countries other than the US, and some or all
of their officers and directors may be residents of countries other
than the US. US holders may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
In accordance with normal UK practice and consistent with Rule
14e-5(b) of the US Exchange Act, (to the extent applicable) Bidco,
certain affiliated companies and their nominees or brokers (acting
as agents) may make certain purchases of, or arrangements to
purchase, shares in DWF outside of the US, other than pursuant to
the Acquisition, until the date on which the Acquisition and/or
Scheme becomes Effective, lapses or is otherwise withdrawn. If such
purchases or arrangements to purchase were to be made they would
occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law,
including the US Exchange Act. Any information about such purchases
or arrangements to purchase will be disclosed as required in the
United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com .
Neither the United States Securities and Exchange Commission nor
any US state securities commission has approved or disapproved the
Acquisition, passed upon the merits or fairness of the Acquisition
or passed any opinion upon the accuracy, adequacy or completeness
of this announcement (nor will it do so in respect of the Scheme
Document). Any representation to the contrary is a criminal offence
in the United States.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco, Inflexion,
DWF, any member of the Wider Bidco Group or any member of the Wider
DWF Group may contain statements which are, or may be deemed to be,
"forward looking statements". Forward looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections about future events,
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward looking statements.
The forward looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on Bidco, Inflexion, DWF, any member of the Wider Bidco
Group or any member of the Wider DWF Group (including their future
prospects, developments and strategies), the expected timing and
scope of the Acquisition and other statements other than historical
facts. Often, but not always, forward looking statements can be
identified by the use of forward looking words such as "prepares",
"plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "projects", "synergy", "strategy", "scheduled",
"goal", "estimates", "forecasts", "intends", "cost-saving",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Forward looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Bidco's,
Inflexion's, DWF's, any member of the Wider Bidco Group's or any
member of the Wider DWF Group's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on Bidco's,
Inflexion's, DWF's, any member of the Wider Bidco Group's or any
member of the Wider DWF Group's business.
Although Bidco and DWF believe that the expectations reflected
in such forward looking statements are reasonable, Bidco,
Inflexion, DWF, these forward looking statements are not guarantees
of future performance and the Wider Bidco Group and the Wider DWF
Group can give no assurance that such expectations will prove to be
correct. By their nature, forward looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions; changes in the global political, economic, business and
competitive environments and in market and regulatory forces;
changes in future exchange and interest rates; changes in tax
rates; future business combinations or disposals; changes in
general economic and business conditions; changes in the behaviour
of other market participants; the anticipated benefits from the
proposed transaction not being realised as a result of changes in
general economic and market conditions in the countries in which
Bidco, Inflexion, DWF, the Wider Bidco Group and/or the Wider DWF
Group operate; weak, volatile or illiquid capital and/or credit
markets; changes in the degree of competition in the geographic and
business areas in which Bidco, Inflexion, DWF, the Wider Bidco
Group and/or the Wider DWF Group operate; and changes in laws or in
supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the
forward looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions
proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward looking statements
should therefore be construed in the light of such factors.
Neither Bidco, Inflexion, DWF, the Wider Bidco Group nor the
Wider DWF Group, nor any of their respective associates or
directors, officers or advisers, provide any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward looking statements in this announcement
will actually occur. Given these risks and uncertainties, potential
investors are cautioned not to place any reliance on these forward
looking statements.
Specifically, statements of estimated cost savings and synergies
related to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated.
Other than in accordance with their legal or regulatory
obligations, neither Bidco, Inflexion, DWF, the Wider Bidco Group
nor the Wider DWF Group is under any obligation, and each such
person expressly disclaims any intention or obligation to update or
revise any forward looking statements, whether as a result of new
information, future events or otherwise.
No profit forecasts, estimates or qualified benefits
statements
No statement in this announcement, or incorporated by reference
in this announcement, is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no
statement in this announcement should be interpreted to mean that
earnings or earnings per share for DWF for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for DWF.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
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/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.
Right to receive documents in hard copy form
In accordance with Rule 30.3 of the Takeover Code, DWF
Shareholders, persons with information rights and participants in
DWF Share Plans may request a hard copy of this announcement by
contacting DWF's registrars, Equiniti Limited, on +44 (0)371 384
2050 or by submitting a request in writing at Equiniti Limited,
Aspect House, Spencer Road, Lancing West Sussex BN99 6DA. Lines are
open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday
(except English and Welsh public holidays). Calls are charged at
the standard geographical rate and will vary by provider. Calls
from outside the United Kingdom will be charged at the applicable
international rate.
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.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
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anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
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Policy.
END
ROMZLLFFXKLBBBV
(END) Dow Jones Newswires
September 12, 2023 10:13 ET (14:13 GMT)
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