TIDMHSTG
RNS Number : 4316F
Hastings Group Holdings plc
16 November 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
16 November 2020
RECOMMED CASH ACQUISITION
OF
HASTINGS GROUP HOLDINGS PLC
BY
DORSET BIDCO LIMITED
(a newly incorporated company jointly owned by a consortium
comprising
Sampo plc and
Rand Merchant Investment Holdings Limited)
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 5 August 2020, the independent directors of Hastings Group
Holdings plc (Hastings) and the directors of Dorset Bidco Limited
(Bidco), a newly incorporated company jointly owned by a consortium
comprising Sampo plc (Sampo) and Rand Merchant Investment Holdings
Limited (RMI), announced that they had reached agreement on the
terms of a recommended cash offer pursuant to which Bidco would
acquire the issued and to be issued share capital of Hastings not
already owned or controlled by Sampo and RMI (the Offer) to be
effected by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act (the Scheme). Full details of the
Offer are set out in the scheme document published on 28 August
2020 (the Scheme Document).
On 13 November 2020, Hastings announced that the Court had
sanctioned the Scheme.
Hastings is pleased to announce that the Court Order has been
delivered to the Registrar of Companies today and, accordingly, the
Scheme has now become effective in accordance with its terms.
Settlement of Consideration
Under the terms of the Scheme, Scheme Shareholders on the
register of members of Hastings at the Scheme Record Time ( 6:00
p.m. on 13 November 2020) will be entitled to receive 250 pence in
cash for each Scheme Share held at the Scheme Record Time.
Settlement of the consideration to which any Scheme Shareholder is
entitled will be effected by way of the despatch of cheques or the
crediting of CREST accounts (for Scheme Shareholders holding Scheme
Shares in certificated form and uncertificated form, respectively)
as soon as practicable and in any event not later than 30 November
2020 .
Delisting of Hastings Shares
Dealings in Hastings shares were suspended with effect from 7:30
a.m. (London time) on 16 November 2020. Applications have been made
to the FCA and London Stock Exchange in relation to the delisting
of Hastings shares from the premium segment of the Official List
and the cancellation of the admission to trading of Hastings shares
on the London Stock Exchange's main market for listed securities,
which are each expected to take place at 8.00 a.m. on 17 November
2020.
Board Changes
As the Scheme has now become effective, Hastings duly announces
that, as of today's date, Ricard Wennerklint, Torbjörn Magnusson,
Morten Thorsrud, Knut-Arne Alsaker, and Jan Hofmeyr have been
appointed to the Hastings Board; and Thomas Colraine, Alison Burns,
Elizabeth Chambers, Pierre Lefèvre, Teresa Robson-Capps, Selina
Sagayam, Tobias van der Meer, and John Worth have tendered their
resignation and have stepped down from the Hastings Board.
Capitalised terms in this announcement (the Announcement),
unless otherwise defined, have the same meanings as set out in the
Scheme Document dated 28 August 2020.
Hastings enquiries:
Hastings +44 (0) 14 2473 8366
Toby van der Meer (Chief Executive Officer)
John Worth (Chief Financial Officer)
Tony Leppard (Group Company Secretary)
John Armstrong (Head of Investor Relations)
Hastings advisers, in alphabetical order:
Barclays Bank PLC, acting through its
Investment Bank (Joint Financial Adviser
and Joint Corporate Broker)
Mike Lamb
Omar Faruqui
Neal West
Milan Solanki +44 (0) 20 7623 2323
Fenchurch Advisory Partners LLP (Joint
Financial
Adviser)
Kunal Gandhi
William Nourse
Duncan Buck
Brendan Perkins +44 (0) 20 7382 2222
Numis Securities Limited (Joint Financial
Adviser and
Joint Corporate Broker) +44 ( 0) 20 7260 1000
Charles Farquhar
Stuart Ord
Stephen Westgate
Akshman Ori
Consortium enquiries:
RMI
Herman Bosman
Jan Hofmeyr +27 12 684 8084
Sampo
Ricard Wennerklint (Chief of Strategy)
Jarmo Salonen (Head of IR and Group +46 8 792 8022
Communications) +358 10 516 0030
Consortium advisers:
J.P. Morgan Cazenove (Financial Adviser
to the Consortium) +44 (0) 20 7742 4000
Andreas Lindh
Dwayne Lysaght
Sanchit Suri
Christian Kornhoff
Jonty Edwards
Allen & Overy LLP is acting as legal adviser to Bidco in
connection with the Offer. Freshfields Bruckhaus Deringer LLP is
acting as legal adviser to Hastings in connection with the
Offer.
Important notices relating to financial advisers
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove), is
authorised in the UK by the Prudential Regulation Authority and
regulated in the UK by the Prudential Regulation Authority and the
FCA. J.P. Morgan Cazenove is acting as financial adviser
exclusively for Bidco, Sampo plc, RMI and Main Street 1353
Proprietary Limited 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 Bidco, Sampo plc, RMI
and Main Street 1353 Proprietary Limited for providing the
protections afforded to clients of J.P. Morgan Cazenove, or for
providing advice in relation to any matter referred to herein.
Barclays Bank PLC, acting through its Investment Bank
(Barclays), which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting exclusively for Hastings and no--one else in connection with
the Offer and will not be responsible to anyone other than Hastings
for providing the protections afforded to its clients nor for
providing advice in relation to the Offer or any other matters
referred to in this Announcement.
Fenchurch Advisory Partners LLP (Fenchurch Advisory Partners),
which is authorised and regulated by the Financial Conduct
Authority, is acting exclusively for Hastings and no-one else in
connection with the Offer and will not be responsible to anyone
other than Hastings for providing the protections afforded to
clients of Fenchurch Advisory Partners nor for providing the
protections afforded to its clients nor for providing advice in
relation to the Offer or any other matters referred to in this
Announcement.
Numis Securities Limited (Numis), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Hastings 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
Hastings for providing the protections afforded to clients of
Numis, nor for providing advice in relation to any matter referred
to herein.
In accordance with the Code, normal UK market practice and Rule
14e-5(b) of the U.S. Exchange Act, each of Barclays, Natixis SA and
their affiliates will continue to act as exempt principal trader in
Hastings securities on the London Stock Exchange. These purchases
and activities by exempt principal traders which are required to be
made public in the UK pursuant to the Code will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com . This
information will also be publicly disclosed in the United States to
the extent that such information is made public in the UK.
Further Information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or an invitation to or the solicitation of an offer to
purchase, otherwise acquire or subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise,
nor shall there be any sale, issuance or transfer of securities of
Hastings in any jurisdiction in contravention of applicable
law.
This Announcement does not constitute a prospectus, a prospectus
equivalent or an exempted document.
This Announcement has been prepared for the purpose of complying
with English law, the rules of the London Stock Exchange, the
Listing Rules 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 and
regulations of jurisdictions outside England.
Overseas Shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the UK or the U.S. may be restricted by
law and therefore any persons who are not resident in the UK or the
U.S. or who are subject to the laws of any jurisdiction other than
the UK or the U.S. (including Restricted Jurisdictions) should
inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with applicable
legal or regulatory requirements of any jurisdiction may constitute
a violation of securities laws in that jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Offer disclaim any responsibility or liability for
the violation of such restrictions by any person.
The Offer will be subject to the applicable requirements of
English law, the Code, the Panel, the London Stock Exchange, the
FCA, the applicable requirements of Gibraltar law and the GFSC.
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 or any jurisdiction
where to do so would constitute a violation of the laws of such
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.
Notice to U.S. investors in Hastings
The Offer, implemented by way of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules
under the U.S. Exchange Act, as amended. Accordingly, the Offer is
subject to the disclosure requirements and practices applicable to
a scheme of arrangement involving a target company in the UK listed
on the London Stock Exchange, which differ from the disclosure
requirements of the U.S. tender offer and proxy solicitation rules.
Unless otherwise stated, the financial information with respect to
Hastings included in this Announcement and the Scheme Document has
been prepared in accordance with generally accepted accounting
principles in the UK and includes both IFRS and non-IFRS financial
measures, and thus may not be comparable to financial information
of U.S. companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the U.S.
The receipt of cash pursuant to the Scheme by U.S. shareholders
as consideration for the transfer of their Hastings Shares pursuant
to the Scheme may be a taxable transaction for U.S. federal income
tax purposes and under applicable U.S. state and local, as well as
foreign and other, tax laws. Each Hastings Shareholder (including
each U.S. shareholder) is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the Offer applicable to him. Neither the SEC nor any U.S. state
securities commission has approved or disproved or passed judgment
upon the fairness or the merits of the Offer or determined if this
Announcement is adequate, accurate or complete. Any representation
to the contrary is a criminal offence in the U.S.
Some or all of Hastings' officers and directors reside outside
the U.S., and some or all of its assets are or may be located in
jurisdictions outside the U.S. Therefore, investors may have
difficulty effecting service of process within the U.S. upon those
persons or recovering against Hastings or its officers or directors
on judgments of U.S. courts, including judgments based upon the
civil liability provisions of the U.S. federal securities laws.
Further, it may be difficult to compel a non-U.S. company and its
affiliates to subject themselves to a U.S. court's judgment. It may
not be possible to sue Hastings or its officers or directors in a
non-U.S. court for violations of the U.S. securities laws.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Bidco or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Hastings Shares outside
the US, other than pursuant to the Offer, until the date on which
the Scheme becomes Effective, lapses or is otherwise withdrawn.
These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in
the UK, will be reported to the Regulatory News Service of the
London Stock Exchange and will be available on the London Stock
Exchange website at https://www.londonstockexchange.com/ .
Publication on website and availability of hard copies
A copy of this Announcement will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions) for inspection free of charge on Hastings' website
at https://www.hastingsplc.com by no later than 12 noon London time
on the Business Day following the Announcement.
Neither the contents of that website nor the content of any
other website accessible from hyperlinks on that website is
incorporated into, or forms part of, this Announcement.
Hastings Shareholders may request a hard copy of this
Announcement by contacting Equiniti Limited between 9.00 a.m. and
5.00 p.m. (London time) Monday to Friday (excluding English and
Welsh public holidays) on 0371 384 2050 (from within the UK) or +44
(0)121 415 0259 (from outside the UK) or by submitting a request in
writing to Registrar at Equiniti Limited, Aspect House, Spencer
Road, Lancing, West Sussex, BN99 6DA. If you have received this
Announcement in electronic form, copies of this Announcement and
any document or information incorporated by reference into this
document will not be provided unless such a request is made.
Forward-looking statements
This Announcement contains certain forward-looking statements
with respect to the Consortium, Bidco and Hastings. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as, without limitation,
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "aim", "will", "may", "hope", "continue",
"would", "could" or "should" or other words of similar meaning or
the negative thereof. Forward-looking statements include, but are
not limited to, statements relating to the following: (i) future
capital expenditures, expenses, revenues, economic performance,
financial conditions, dividend policy, losses and future prospects,
(ii) business and management strategies and the expansion and
growth of the operations of Bidco or Hastings, and (iii) the
effects of government regulation on the business of Bidco or
Hastings. There are many factors which could cause actual results
to differ materially from those expressed or implied in
forward-looking statements. Among such factors are changes in the
global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax rates and future business combinations or disposals. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations. These
forward-looking statements are based on numerous assumptions
regarding the present and future business strategies of such
persons and the environment in which each will operate in the
future. Except as expressly provided in this Announcement, they
have not been reviewed by the auditors of the Consortium, Bidco or
Hastings. By their nature, these forward-looking statements involve
known and unknown risks, uncertainties because they relate to
events and depend on circumstances that will occur in the future.
The factors described in the context of such forward-looking
statements in this Announcement may cause the actual results,
performance or achievements of any such person, or industry results
and developments, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. No assurance can be given that such
expectations will prove to have been correct and persons reading
this Announcement are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at
the date of this Announcement. None of the Consortium, Bidco,
Hastings, nor their respective members, directors, officers or
employees, advisers or any person acting on their behalf, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
attributable to in this Announcement will actually occur. No
forward-looking or other statements have been reviewed by the
auditors of the Consortium, Bidco or Hastings.
None of the Consortium, Bidco, Hastings or their respective
members, directors, officers, employees, advisers and any person
acting on behalf of one or more of them undertakes any intention or
obligation to update publicly or revise forward-looking statements,
whether as a result of new information, future events or otherwise,
except to the extent legally required. All subsequent oral or
written forward-looking statements attributable to the Consortium,
Bidco or Hastings or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement
above.
No member of the Consortium, the Bidco Group nor the Hastings
Group, nor any of their respective associates, directors, officers,
employees or advisers, provides 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.
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END
SOAEAEFKFAXEFFA
(END) Dow Jones Newswires
November 16, 2020 05:31 ET (10:31 GMT)
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