TIDMNBT TIDMTTM TIDMTTM
RNS Number : 0063Q
Group NBT PLC
12 October 2011
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 SUCH
JURISDICTION
12 October 2011
RECOMMENDED CASH OFFER
for
Group NBT plc ("Group NBT" or the "Company") by
Newton Bidco Limited ("Bidco")
Posting of Scheme Document
On 23 September 2011, the boards of Group NBT and Bidco
announced that they had reached agreement on the terms of a
recommended cash offer under which Bidco will acquire the entire
issued and to be issued ordinary share capital of Group NBT for 550
pence in cash per Group NBT Share. It was also announced that the
Cash Offer would be effected by means of a scheme of arrangement
under Part 26 of the 2006 Act.
Further to that announcement, the boards of Group NBT and Bidco
are pleased to announce that the Scheme Document relating to the
Cash Offer is being posted to Group NBT Shareholders today. The
Scheme Document contains, amongst other things, the full terms and
conditions of the Scheme, an explanatory statement pursuant to
section 897 of the 2006 Act, the expected timetable of principal
events and details of the actions to be taken by the Group NBT
Shareholders. Participants in the Group NBT Share Schemes will
shortly be sent further details of the actions they can take in
respect of these schemes.
As described in the Scheme Document, to become effective, the
Scheme will need to be approved at the Court Meeting and will
require the passing of a special resolution at the General Meeting.
Both the Court Meeting and the General Meeting will be held at the
offices of DLA Piper UK LLP, 3 Noble Street, London EC2V 7EE on 4
November 2011 with the Court Meeting to commence at 10.00 a.m. and
the General Meeting to commence at 10.15 a.m. (or as soon
thereafter as the Court Meeting is concluded or adjourned). Notices
of the Court Meeting and the General Meeting are set out in the
Scheme Document.
The Scheme Document, together with information incorporated into
it by reference to another source, will be available free of
charge, subject to any applicable restrictions relating to persons
resident in Restricted Jurisdictions, on the investor section of
the Group NBT website at www.groupnbt.com during the course of the
Offer Period.
The expected timetable of principal events is as follows:
Event Time and date
Latest time for lodging Forms
of Proxy for the:
Court Meeting (WHITE Form of 10.00 a.m. on Wednesday, 2
Proxy) November 2011(1)
General Meeting (BLUE Form 10.15 a.m. on Wednesday, 2
of Proxy) November 2011(2)
Voting Record Time 6.00 p.m. on Wednesday, 2 November
2011(3)
Court Meeting 10.00 a.m. on Friday, 4 November
2011
General Meeting 10.15 a.m. on Friday, 4 November
2011(4)
Certain of the following dates
are subject to change(please
see note (5) below):
Scheme Court Hearing Tuesday, 22 November 2011(5)
Last day of dealings in, and Wednesday, 23 November 2011(5)
for registration of transfer
of, and disablement of CREST
of, Group NBT Shares
Scheme Record Time 6.00 p.m. on Wednesday, 23
November 2011(5)
Dealings in Group NBT Shares 7.30 a.m. on Thursday, 24 November
suspended on AIM 2011(5)
Capital Reduction Court Hearing Thursday, 24 November 2011(5)
Scheme Effective Date Friday, 25 November 2011(5)
Cancellation of admission to By no later than 8.00 a.m.
trading of Group NBT Shares on Monday, 28 November 2011(5)
on AIM
Latest date of despatch of by Friday, 9 December 2011(5)
cheques and settlement through
CREST
Long Stop Date Thursday, 12 April 2012(6)
Notes:
1. It is requested that the WHITE Form of Proxy for the Court
Meeting be lodged before 10.00 a.m. on 2 November 2011, or, if the
Court Meeting is adjourned, not later than 48 hours before the time
fixed for the holding of the adjourned meeting. WHITE Forms of
Proxy not so lodged may be handed to the Chairman of the Court
Meeting before the taking of the poll at the Court Meeting.
2. The BLUE Form of Proxy for the General Meeting must be lodged
before 10.15 a.m. on 2 November 2011 in order for it to be valid,
or, if the General Meeting is adjourned, not later than 48 hours
before the time fixed for the holding of the adjourned meeting. The
BLUE Form of Proxy cannot be handed to the Chairman of the General
Meeting at that meeting.
3. If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the adjourned meeting will be
6.00 p.m. on the day which is two days before the adjourned
meeting.
4. Or as soon thereafter as the Court Meeting shall have been
concluded or adjourned.
5. These times and dates are indicative only and will depend,
among other things, on the date on which the Conditions are either
satisfied, or (if capable of waiver) waived, and the dates upon
which the Court sanctions the Scheme and confirms the associated
Capital Reduction. It will also depend on whether the Court
Order(s) sanctioning the Scheme and confirming the Capital
Reduction and, in relation to the Capital Reduction, the statement
of capital are delivered to the Registrar of Companies. Group NBT
will give notice of the change(s) by issuing an announcement
through a Regulatory Information Service and, if required by the
Panel, post notice of the change(s) to Group NBT Shareholders and,
for information only, to participants in the Group NBT Share
Schemes.
6. This date is not subject to change.
Group NBT Shareholders should carefully read the Scheme Document
in its entirety before making a decision with respect to the
Scheme.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document.
A copy of this announcement and the Scheme Document will be made
available on the Company's website at www.groupnbt.com and the
Bidco website at www.newtonbidco.com by no later than 12 noon on 12
October 2011.
Enquiries:
Group NBT Tel: 020 7015 9200
Richard Madden
Geoff Wicks
Numis (lead financial adviser and broker Tel: 020 7260 1000
to Group NBT)
Michael Meade
Simon Willis
James Black
Arbuthnot (independent Rule 3 adviser Tel: 020 7012 2000
to Group NBT)
Tom Griffiths
Rebecca Gordon
Ed Groome
Biddicks (public relations adviser to Tel: 020 3178 6378
Group NBT)
Zoe Biddick
Sophie McNulty
Bidco and HgCapital Tel: 020 7089 7888
Alex King
Richard Donner
Morgan Stanley (financial adviser and Tel: 020 7425 8000
broker to Bidco and HgCapital)
Suniti Chauhan
Sumit Pandey
Andrew Foster (corporate broking)
Maitland (public relations adviser to Tel: 020 7379 5151
Bidco and HgCapital)
Neil Bennett
George Hudson
Numis Securities Limited is acting exclusively for Group NBT and
no one else in connection with the Cash Offer and will not be
responsible to anyone other than Group NBT for providing the
protections afforded to clients of Numis Securities Limited or for
providing advice in connection with the Cash Offer or any matter
referred to herein.
Arbuthnot Securities Limited is acting exclusively for Group NBT
and no one else in connection with the Cash Offer and will not be
responsible to anyone other than Group NBT for providing the
protections afforded to clients of Arbuthnot Securities Limited or
for providing advice in connection with the Cash Offer or any
matter referred to herein.
Morgan Stanley & Co. Limited is acting for Bidco and
HgCapital and no one else in connection with the Cash Offer and
will not be responsible to anyone other than Bidco and HgCapital
for providing the protections afforded to clients of Morgan Stanley
& Co. Limited, or for giving advice in connection with the Cash
Offer or any matter referred to herein.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
contacting Numis during business hours on 020 7260 1000 or by
submitting a request in writing to Numis at the London Stock
Exchange Building, 10 Paternoster Square, London EC4M 7LT. It is
important that you note that unless you make such a request, a hard
copy of this announcement and any such information incorporated by
reference in it will not be sent to you. You may also request that
all future documents, announcements and information to be sent to
you in relation to the Cash Offer should be in hard copy form.
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 invitation to purchase any securities or the solicitation
of any vote for approval in any jurisdiction, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in any jurisdiction in contravention of applicable
law. The Cash Offer will be made solely through the Scheme Document
and the accompanying Forms of Proxy, which will together contain
the full terms and conditions of the Cash Offer, including details
of how to accept the Cash Offer. Any response in relation to the
Cash Offer should be made only on the basis of the information
contained in the Scheme Document or any document by which the Cash
Offer is made.
This announcement has been prepared for the purpose of complying
with the laws of England and Wales and the City 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 the United Kingdom. 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 other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Overseas Shareholders
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 other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
The Cash Offer relates to shares of a UK company and is proposed
to be effected by means of a scheme of arrangement under the laws
of England and Wales. A transaction effected by means of a scheme
of arrangement is not subject to the proxy solicitation or tender
offer rules under the US Securities Exchange Act of 1934.
Accordingly, the Scheme is subject to the disclosure requirements,
rules and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of the US proxy
solicitation and tender offer rules. However, if Bidco were to
elect to implement the Cash Offer by means of a takeover offer,
such takeover offer will be made in compliance with all applicable
laws and regulations, including the US tender offer rules, to the
extent applicable.
Unless otherwise determined by Bidco or required by the City
Code, and permitted by applicable law and regulation, the Cash
Offer will 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
Cash Offer by any such use, means, instrumentality or form 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 Cash Offer 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 Cash Offer
(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 Cash Offer to Group NBT 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.
Forward Looking Statements
This announcement contains statements that are or may be forward
looking statements. All statements other than statements of
historical facts included in this announcement may be forward
looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans",
"believes", "expects", "aims", "intends", "will", "should",
"could", "would", "may", "anticipates", "estimates", "synergy",
"cost-saving", "projects", "goal" or "strategy" or, words or terms
of similar substance or the negative thereof, are forward looking
statements. Forward looking statements 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 or Group NBT's operations and potential synergies
resulting from the Cash Offer; and (iii) the effects of government
regulation on Bidco's or Group NBT's business.
These forward looking statements are not guarantees of future
financial performance. Except as expressly provided in this
document, they have not been reviewed by the auditors of Bidco or
Group NBT. Such forward looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward looking statements, which speak only as of
the date hereof. All subsequent oral or written forward looking
statements attributable to Bidco or Group NBT or any of their
respective members, directors, officers or employees or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. Bidco and Group NBT disclaim any
obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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 paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper 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 paper
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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
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