RNS Number:9369E
Norbert Dentressangle Group
02 October 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
2 October 2007
RECOMMENDED CASH ACQUISITION
of
CHRISTIAN SALVESEN PLC
by
GROUPE NORBERT DENTRESSANGLE S.A.
Summary
* The Boards of Christian Salvesen and GND are pleased to announce today that
they have reached agreement on the terms of a recommended acquisition by GND
of the entire issued and to be issued ordinary share capital of Christian
Salvesen at a price of 92.0 pence in cash for each Christian Salvesen Share,
valuing Christian Salvesen's fully diluted share capital at approximately
#254.4 million.
* The terms of the Transaction represent:
- a premium of approximately 79 per cent. to the Closing Price of 51.5
pence for each Christian Salvesen Share on 24September 2007, being
the last business day prior to the announcement by Christian
Salvesen that it had received approaches from potential offerors;
and
- a premium of approximately 58 per cent. to the average Closing Price
of 58.2 pence for each Christian Salvesen Share for the three-month
period prior to 24September 2007, being the last business day prior
to the announcement by Christian Salvesen that it had received
approaches from potential offerors.
* GND intends to offer Christian Salvesen Shareholders (other than Restricted
Overseas Persons) the option of receiving Loan Notes instead of cash under
the Loan Note Alternative.
* It is intended that the Transaction will be implemented by way of a
Court-sanctioned Scheme of Arrangement under section 425 of the Companies
Act.
* GND is a leading transportation and logistics services company in
continental Europe, with 190 locations in 13 countries. Headquartered near
Lyon in France, GND generated revenue in excess of Euro1.6 billion in 2006 and
is listed on the Euronext Paris Eurolist.
* GND believes that the Transaction has a compelling strategic and financial
rationale including:
- creation of one of the European market leaders in transportation
and logistics;
- enhancing GND's and Christian Salvesen's complementary strength
including expansion of distribution networks and strengthening of
presence in food and frozen products distribution;
- increasing GND's geographic footprint into the UK, Benelux and the
Iberian Peninsula;
- attractive financial profile including potential for increased
margins, strong cash flow and the realisation of significant
synergies;
- building on Christian Salvesen's established Transport Division
United Kingdom turnaround programme including initiatives
underpinning efficiency and maintaining strong customer
performance; and
- developing relationships with shared customers and pan-European
clients through cross-selling initiatives, as well as approaching
new clients with an expanded pan-European offering.
* The consideration payable under the Transaction will be financed through
existing cash resources and facilities being made available by Societe
Generale.
* Hawkpoint and GND have received irrevocable undertakings to vote in favour
of the Transaction at the Court Meeting and the General Meeting from the
Christian Salvesen Directors who hold Christian Salvesen Shares, certain
members of the Salvesen family and other shareholders representing
approximately 23.2 per cent. of the entire existing issued share capital of
Christian Salvesen.
* In addition, UBS Global Asset Management (UK) Ltd manages 26.83 million
Christian Salvesen Shares (10.1 per cent.) and has irrevocably undertaken to
exercise the voting rights attaching to these shares, except in the case
where its clients do not permit UBS Global Asset Management (UK) Ltd to
exercise voting rights on their behalf.
* The Conditions to, and certain terms of, the Transaction are set out in this
Announcement, together with certain information on Christian Salvesen and on
GND.
* This summary should be read in conjunction with, and is subject to, the
remainder of this Announcement and the appendices. Appendix I sets out the
Conditions to, and certain further terms of, the Transaction. Appendix II
contains the bases and sources of certain information used in this
Announcement. Appendix III contains details of the irrevocable undertakings
received by GND. Appendix IV contains definitions of the terms used in this
Announcement.
Commenting on the Transaction, Jean-Claude Michel, CEO of GND, said:
"This transaction is a major step in the development of GND and our strategic plan
to create a major player in the European market, which we view as having
significant growth potential, and it will allow us to significantly expand our
service offering to our customers. I am convinced that the acquisition of Christian
Salvesen will give rise to significant value creation.
I am delighted that key shareholders of Christian Salvesen, including certain
members of the Salvesen family, and the board of Christian Salvesen have agreed to
support our offer.
We look forward to working with the employees of Christian Salvesen to provide the
highest level of service to our customers."
Commenting on the Transaction, David Fish, Chairman of Christian Salvesen, said:
"The Board of Christian Salvesen is recommending GND's all cash offer of 92 pence.
At a substantial premium of 79 per cent. to the undisturbed price on 24 September
2007 of 51.5 pence, we believe this represents a fair and attractive offer for
shareholders.
Christian Salvesen and GND have a strong strategic fit and share a common
background, having both started life as family-owned enterprises and been built up
and developed with a spirit of innovation and entrepreneurial zeal."
Commenting on the Transaction, Stewart Oades, CEO of Christian Salvesen, said:
"I am pleased we have reached agreement to form an enlarged group which will
provide a stronger organisation, with greater opportunities for employees and
customers.
The combination will create a leading transport and logistics business with a wider
range of services and capabilities, greater geographical coverage and a commitment
to bringing together the best of both businesses."
Enquiries:
GND Tel: +33 (0) 475 232 526
Jean-Claude Michel
Patrick Bataillard
Hawkpoint Tel: + 44 (0) 207 665 4500
(financial adviser to GND)
Paul Baines
Edouard Debost
Vinay Ghai
Maitland Tel: +44 (0) 207 395 0430
(PR adviser to GND)
Neil Bennett
Christian Salvesen PLC Tel: +44 (0) 207 353 4200
Stewart Oades
Julian Steadman
UBS Investment Bank Tel: + 44 (0) 207 567 8000
(financial adviser to Christian Salvesen)
Melanie Gee
Sean Bennett
Hoare Govett Tel: +44 (0) 207 678 8000
(corporate broker to Christian Salvesen)
Alexander Garton
Ranald McGregor Smith
JPMorgan Cazenove Tel: +44 (0) 207 588 2828
(corporate broker to Christian Salvesen)
Malcolm Moir
Guy Marks
Tulchan Tel: +44 (0) 207 353 4200
(PR adviser to Christian Salvesen)
Stephen Malthouse
David Allchurch
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
2 October 2007
RECOMMENDED CASH ACQUISITION
of
CHRISTIAN SALVESEN PLC
by
GROUPE NORBERT DENTRESSANGLE S.A.
1. Introduction
The Boards of Christian Salvesen and GND are pleased to announce today
that they have reached agreement on the terms of a recommended acquisition
by GND of the entire issued and to be issued ordinary share capital of
Christian Salvesen.
2. The Transaction
It is intended that the Transaction will be effected by way of a
Court-sanctioned scheme of arrangement under section 425 of the Companies
Act. Under the terms of the Scheme, which will be subject to the further
terms and conditions set out in Appendix I to this Announcement and the
full terms and conditions to be set out in the Scheme Document, Christian
Salvesen Shareholders holding Christian Salvesen Shares at the Scheme
Record Time will receive, subject to elections made under the Loan Note
Alternative:
for each Christian Salvesen Share 92.0 pence in cash
The terms of the Transaction value the entire issued and to be issued
share capital of Christian Salvesen at approximately #254.4 million, which
represents:
- A premium of approximately 79 per cent. to the Closing Price of
51.5 pence for each Christian Salvesen Share on 24 September 2007,
being the last business day prior to the announcement by Christian
Salvesen that it had received approaches from potential offerors;
and
- A premium of approximately 58 per cent. to the average Closing
Price of 58.2 pence for each Christian Salvesen Share for the
three-month period prior to 24 September 2007, being the last
business day prior to the announcement by Christian Salvesen that
it had received approaches from potential offerors.
If the Scheme becomes effective, subject to elections made under the Loan
Note Alternative, a payment of 92.0 pence in cash per Christian Salvesen
Share will be despatched or, where appropriate, credited through CREST, to
Christian Salvesen Shareholders within 14 days of the Effective Date.
Appropriate proposals will be made in due course to Christian Salvesen
Plan Participants.
3. Loan Note Alternative
GND intends to offer Christian Salvesen Shareholders (other than Restricted
Overseas Persons) the option of receiving Loan Notes instead of cash under
the Loan Note Alternative. Full details will be included in the Scheme
Document.
4. Recommendation
The Christian Salvesen Directors, having been so advised by UBS, consider
the terms of the Transaction to be fair and reasonable. In providing advice
to the Christian Salvesen Directors, UBS has taken into account the
commercial assessments of the Christian Salvesen Directors.
Accordingly, the Christian Salvesen Directors intend to unanimously
recommend Christian Salvesen Shareholders to vote in favour of the
Transaction at the Court Meeting and the General Meeting (or, in the event
that the Transaction is implemented by way of the Offer, to accept or
procure acceptance of the Offer) as the Christian Salvesen Directors who
hold Christian Salvesen Shares and certain other shareholders have
irrevocably undertaken to do in respect of their own beneficial holdings of
61,456,477 Christian Salvesen Shares, representing approximately 23.2 per
cent. of the entire existing issued share capital of Christian Salvesen.
5. Background to and reasons for the Transaction
GND believes that the Transaction will enable the enlarged group to offer
significant operational benefits to customers and will facilitate growth of
the business within Europe.
The two groups have achieved strong development in Europe over a number of
years, starting from their national bases, with two common strategic
businesses of Transport and Logistics.
GND believes the combination of Christian Salvesen and GND will create a
leading European player and the two companies' businesses will be highly
complementary, both in terms of activity and geographical presence:
Leading player:
- the enlarged group will enter into the top echelon of European
logistics and transport providers, with combined sales achieved in
2006 of c. Euro2.9 billion and approximately 390 sites in 13 countries;
- creation of a leading pan-European road transport provider, with
combined revenues of Euro1.6 billion in 2006, and Europe's largest
tractor and trailer fleet operator, with approximately 8,000 tractors
and approximately 10,200 trailers; and
- joining the group of major European providers of logistics services,
with combined revenues of Euro1.3 billion in 2006 and c. 4 million square
metres of operated warehouse space.
Complementary activities:
- GND believes the local networks of Christian Salvesen in key
countries, including the UK, Benelux and Spain, will expand GND's
overall offering and in addition GND's service offering will be
strengthened through the contribution of a new activity for the group
in shared user distribution; and
- GND believes the strong presence of Christian Salvesen in food and
refrigerated products will continue to strengthen GND's current market
position and service potential to clients.
Geographical fit:
- Christian Salvesen's strong presence in the UK, Benelux and the
Iberian Peninsula offers strategic scale for GND's current products
and services; and
- GND has established positions in France, Italy and several Eastern
European countries which, when linked with Christian Salvesen's
geographic presence, will create a leading European network.
GND also believes that there may be significant growth within the European
market which it serves owing to potential increases in trade that will
continue to be supported by the increasing distance between production
zones and customer zones.
Furthermore, GND believes a critical size is required to meet clients'
expectations for a complete range of tailor-made transport and logistics
solutions within Europe and that this Transaction will contribute
significantly to GND's prospects within this market.
GND has considerable experience of integrating companies. GND has acquired
approximately 40 companies over the past 20 years, which today represent
more than 50 per cent. of GND's group revenue. During this period GND has
successfully introduced its systems, processes and efficiencies into
companies it has acquired, whilst retaining the core competencies and
skills which each business has added to GND.
GND believes that its experience in acquiring and integrating acquired
companies, along with the two groups' complementary cultures, will assist
the integration and continued growth of the new combined group, which will
be founded on the utilisation of best practices in each group.
GND expects the Transaction to deliver significant annual synergies of
around Euro25 million before interest and taxes by 2010, driven by cost
savings on purchases, back office costs and information systems.
GND expects the transaction to be earnings accretive starting in the first
year (before exceptional items such as one-off costs relating to
synergies).
6. Information on the GND Group
GND is a leading transportation and logistics services company in
continental Europe, with 190 locations in 13 countries. GND employs
approximately 15,200 people, manages approximately 2.8 million square
metres of warehouse space and performs international transportation and
contract distribution in Europe with approximately 5,300 tractors and
approximately 6,500 trailers/tankers.
GND is active in all sectors of the economy with a portfolio of
prestigious clients within Europe.
For the year ended 31 December 2006 GND reported revenue of Euro1,608
million, operating profit of Euro83.1 million and profit before tax of Euro76.5
million.
GND has a 28-year success story:
- created in 1979 by Norbert Dentressangle focussing on the
international transport business within the UK;
- strategy for growth immediately focused on the creation of a
European network with facilities in the UK (1979), Italy (1985),
and Spain (1986);
- range of transport activities branching out into warehousing
logistics in 1997. Today, nearly 40 per cent. of the Group's total
turnover is warehousing logistics; and
- continuous growth through organic development as well as transport
and logistics companies acquisitions.
GND's products and services can be split into two main businesses:
Transportation (63 per cent. of total revenue):
- under Transportation, GND provides contract distribution for
packed goods, bulk goods and temperature controlled goods. GND
also offers a range of related services and customised solutions
designed to meet customer needs including transport solutions,
international groupage, domestic distribution, outsourcing
customer fleets, and domestic and international transport of
full loads; and
- information flow management is also one of the strengths of
GND's transport service offering.
Logistics (37 per cent. of total revenue):
- under Logistics, GND provides advisory services, warehousing,
supply chain management and other related services such as
storage, stock management, delayed differentiation and
co-packing, and order preparation; and
- to guarantee GND's clients faultless traceability adapted to
their needs, GND has also invested in the latest IT systems and
new technologies.
Over many years, GND has demonstrated its dedication and commitment to the
development of its employees. For example, its training budget is equal to
3 per cent. of its payroll.
Since 2004, GND has been committed to a sustainable development policy
that is constructed around four commitments: -
- reducing green house gas emissions;
- environmental site management;
- road safety; and
- integration and internal promotion.
Headquartered near Lyon in France, GND is listed on the Euronext Paris
Eurolist with a current market capitalisation of approximately Euro738
million. More information is available at www.norbert-dentressangle.com.
7. Information on Christian Salvesen
Christian Salvesen has a long and innovative history, having been formed in
1872 by the Salvesen family, focussing initially on providing shipping
services. It diversified into the new frozen food industry in 1958 by
opening its first cold store in the UK and expanded into frozen food
distribution as customers requested transport for their frozen food
operations. Its logistics and transport business was thus born.
Christian Salvesen further diversified its activities into other areas
during the 1970s, but continued to focus on the food services sector,
expanding its cold stores and food processing facilities, and subsequently
winning a major frozen food contract with Marks & Spencer in 1986.
During the 1980s, Christian Salvesen acquired a number of businesses
including Aggreko, which was demerged from the group in 1997, when it also
sold a number of other non-core businesses to focus on logistics and
transport activities. During the 1990s, Christian Salvesen expanded its
presence within the network transport sector in Europe by the acquisition
of Swift in the UK in 1993, Gerposa in Spain in 1999 and later Darfeuille
in France in 2001. It also built up its frozen and chilled logistics
business across mainland Europe and the UK, creating operations in five
countries.
Throughout its long history Christian Salvesen has always fostered an
entrepreneurial culture at the heart of its core values and has been built
up with a spirit of innovation.
Christian Salvesen has continued to develop its strong blue chip customer
base and has focused on creating an integrated European service offering to
its customers. Today, Christian Salvesen is a major European logistics and
transportation business operating in the UK, France, Benelux, Ireland,
Portugal and Spain. Christian Salvesen employs c. 14,000 people, across
approximately 200 sites.
Christian Salvesen has a portfolio of high profile customers across a
number of sectors of the market including automotive, aviation logistics,
building products, clothing and fashion, non-food retail, food & food
processing, retail support and manufactured products.
Christian Salvesen reported revenue for the year ended 31 March 2007 of
#899 million, operating profit of #18.1 million, before exceptional items,
and profit before tax and exceptional items of #12.5 million.
Christian Salvesen has two main operating divisions, Logistics and
Transport:
Logistics (Revenue #457 million):
- Christian Salvesen offers dedicated and shared-user outsourced supply
chain operations to a number of food and consumer sectors with
presence in frozen services. Services provided include distribution,
warehousing and reverse logistics activities. Operating from locations
across the UK and mainland Europe, Christian Salvesen's logistics
business employs around 8,300 people.
- Logistics customers include: Marks & Spencer, Tesco, Asda Walmart,
Morrisons, Danone, British Airways, Unilever, PepsiCo, Birds Eye and
McCain.
Transport (Revenue #442 million)
- Christian Salvesen provides a variety of transportation services for a
wide range of customers. By operating a combination of both dedicated
and shared-user network operations, Christian Salvesen is able to
tailor solutions to customers' exact requirements. Christian
Salvesen's networks cover France, Iberia and the UK and serve business
sectors including automotive, chemicals and lubricants, packaging and
plastics, paper and packaging and pharmaceuticals. Operating across
locations in the UK, France and Spain, Christian Salvesen's Transport
business employs c. 5,700 people.
- Transport customers include: Ford, GM, Goodyear Dunlop, Michelin,
Continental, Renault, Nissan, Velux, BP, Inditex, Myson and Total.
More information on Christian Salvesen is available at www.salvesen.com
8. Directors, management, employees and location
The Board of GND has given assurances to the Christian Salvesen Directors
that, following the Scheme becoming effective, the existing employment
rights, including pension rights, of all Christian Salvesen Group employees
will be fully safeguarded.
As part of developing its strategic plans, GND intends to complete a
process of strategic evaluation in the first year of ownership aimed at
ensuring Christian Salvesen has the appropriate structure to achieve the
maximum potential of the business.
9. Christian Salvesen Share Plans
Christian Salvesen Share Plan Participants will be contacted regarding the
effect of the Transaction on their rights under the Christian Salvesen
Share Plans and appropriate proposals will be made to the Christian
Salvesen Share Plan Participants in due course. Further details of these
proposals will be set out in the Scheme Document.
10. Financing of the Transaction
The consideration payable by GND under the Transaction will be partly
financed through existing cash resources of GND. To finance the balance of
the consideration due under the Transaction, GND has in place senior
credit facilities totalling Euro225 million consisting of a term loan
underwritten by Societe Generale.
Under the terms of these facilities, the consent of Societe Generale is
required by GND if and to the extent it wishes to waive or amend or treat
as satisfied any condition of the Transaction where such waiver or consent
would be materially prejudicial to the interests of Societe Generale
(unless required by the Panel).
Further details of the financing will be set out in the Scheme Document.
Hawkpoint has confirmed that it is satisfied that the necessary financial
resources are available to GND to enable GND to satisfy in full the cash
consideration payable by it under the Transaction.
11. Disclosure of interests in Christian Salvesen
Neither GND nor, so far as the GND Directors are aware, any person acting
in concert with it, has any interest in or right to subscribe for or
purchase Christian Salvesen Shares or any securities convertible or
exchangeable into Christian Salvesen Shares, has any short position
(including any short positions under a derivative, any agreement to sell
or any delivery obligation or right to require another person to take
delivery) in Christian Salvesen Shares, has borrowed or lent any Christian
Salvesen Shares (save for any borrowed shares which have been either
on-lent or sold) or has any arrangement in relation to Christian Salvesen
Shares. For these purposes, "arrangement" includes any agreement to sell
or any delivery obligation or right to require another person to purchase
or take delivery and borrowing or lending of Christian Salvesen Shares. An
"arrangement" also includes any indemnity or option arrangement, any
agreement or understanding, formal or informal, of whatever nature
relating to Christian Salvesen Shares which may be an inducement to deal
or refrain from dealing in such securities. "Interest" includes any long
economic exposure, whether conditional or absolute, to changes in the
price of securities and a person is treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any
option in respect of, or derivative referenced to, securities.
12. Structure of the Transaction
It is intended that the Transaction will be effected by means of a
Court-sanctioned scheme of arrangement between Christian Salvesen and
Christian Salvesen Shareholders under section 425 of the Companies Act.
The procedure will involve an application by Christian Salvesen to the
Court to sanction the Scheme and confirm the cancellation of all
Cancellation Shares.
The implementation of the Scheme will be subject, among other things, to
the terms and conditions set out in Appendix I and the full terms and
conditions which will be set out in the Scheme Document. In particular,
the Scheme will only become effective if, among other things, the
following events occur:
- a resolution to approve the Scheme is passed by a majority in number
of the Christian Salvesen Shareholders present and voting (and
entitled to vote), either in person or by proxy at the Court Meeting,
representing not less than three-quarters in value of the Christian
Salvesen Shares held by such Christian Salvesen Shareholders;
- the Resolution to implement the Scheme and to amend the Christian
Salvesen Articles is passed at the General Meeting; and
- the Scheme is sanctioned (with or without modification), and the
associated Reduction of Capital is confirmed, by the Court and the
Scheme becomes effective by registration of the Court Orders with the
Registrar of Companies and the issue by the Registrar of Companies of
a certificate under section 138 of the Companies Act in relation to
the Reduction of Capital associated with the Scheme.
The purpose of the Scheme is to provide for GND to become the owner of the
whole of the issued and to be issued ordinary share capital of Christian
Salvesen not already held by members of the GND Group. This is expected to
be achieved by:
- the cancellation of the Cancellation Shares held by Scheme
Shareholders and the application of the reserve arising from such
cancellation in paying up in full a number of new Christian Salvesen
Shares (which is equal to the number of Cancellation Shares
cancelled) and issuing them to GND; and
- immediately after the cancellation of the Cancellation Shares and the
issue of new Christian Salvesen Shares to GND, the transfer by
Christian Salvesen Shareholders to GND of the Loan Note Elected
Shares in accordance with the Scheme in consideration for which
relevant Scheme Shareholders will be issued Loan Notes, on the basis
set out in paragraph 3 of this Announcement, instead of the cash
consideration which they would otherwise have been entitled to
receive.
If the Scheme has not become effective by the date falling 210 days after
the date of posting of the Scheme Document, or such later date as GND and
Christian Salvesen may agree (with, where applicable, the consent of the
Panel) and the Court may allow, it will lapse.
Upon the Scheme becoming effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and if they attended and voted,
whether or not they voted in favour), with the cash consideration (in
respect of Cancellation Shares) and Loan Notes (in respect of the Loan
Note Elected Shares) being despatched by GND to Scheme Shareholders no
later than 14 days after the Effective Date.
Christian Salvesen intends to make applications to the UK Listing
Authority and the London Stock Exchange for the listing of Christian
Salvesen Shares to be cancelled and to cease to be admitted to trading on
the London Stock Exchange's market for listed securities, with effect as
of or shortly following the Effective Date.
The Scheme will contain a provision for Christian Salvesen to consent, on
behalf of all persons concerned, to any modification of or addition to the
Scheme or to any condition that the Court may approve or impose. Christian
Salvesen has been advised that it is unlikely that the Court would impose
any condition to the Scheme that might be material to the interests of
Christian Salvesen Shareholders unless Christian Salvesen Shareholders
were informed in advance.
GND reserves the right to elect to implement the acquisition of the
Christian Salvesen Shares by way of a takeover offer (as such term is
defined in Part 28 of the Companies Act 2006). In such event, the Offer
will be implemented on the same terms (subject to appropriate amendments),
so far as applicable, as those which would apply to the Scheme except that
the Offer may exclude Christian Salvesen Shareholders resident in certain
overseas jurisdictions.
Further details of the Scheme, including an indicative timetable for its
implementation, will be contained in the Scheme Document, together with
details on how Christian Salvesen Shareholders may participate in the
Transaction.
13. Implementation Agreement
GND and Christian Salvesen have entered into an Implementation Agreement
which contains certain assurances in relation to the implementation of the
Scheme and related matters. Further information regarding this
Implementation Agreement will be set out in the Scheme Document. In
particular, the Implementation Agreement contains the principal provisions
set out below.
Undertakings to Implement the Scheme
Christian Salvesen and GND have undertaken to one another to take certain
steps to implement the Scheme, including lodging a petition to sanction
the Scheme with the Court, the despatch of the Scheme Document, convening
the Court Meeting and the General Meeting, and taking steps to seek the
Court Orders to make the Scheme effective.
Inducement Fee
Christian Salvesen has agreed in the Implementation Agreement to pay an
inducement fee (of approximately #2.54 million or 1 per cent. of the value
of any increased offer made by GND calculated by reference to the price of
that offer per Christian Salvesen Share and the fully diluted equity share
capital (as such term is understood by the Panel) of Christian Salvesen)
to GND if:
(a) (i) an Alternative Acquisition Proposal is announced (for the purposes
of Rule 2.5 of the Code or equivalent) or is otherwise agreed within
the six month period immediately following the release of this
Announcement and (ii) the Scheme subsequently lapses or is withdrawn
in accordance with its terms; or
(b) before the Scheme lapses or is withdrawn, the Christian Salvesen
Directors withdraw, qualify or modify their unanimous and unqualified
recommendation of the Transaction or do not make a unanimous and
unqualified recommendation of the Transaction and the Transaction is
not completed by the date falling 210 days after the date of posting
of the Scheme Document. The Christian Salvesen Directors will be
deemed to have modified their unanimous and unqualified recommendation
of the Transaction if they recommend any Alternative Acquisition
Proposal (whether on a pre-conditional basis or otherwise)
irrespective of whether such Alternative Acquisition Proposal is
formally announced.
Non-Solicitation Arrangements
Christian Salvesen has undertaken not to do any of the following (unless
the Scheme lapses or is withdrawn):
(a) solicit or otherwise seek to initiate any Competing Proposal;
(b) provide any information on the Christian Salvesen Group or its
business to a third party which has not already been provided to GND;
or
(c) release any third party from any confidentiality or standstill
agreement, or amend any such agreement, entered into in connection
with a Competing Proposal before the date of the Implementation
Agreement,
unless it is required to do so in order to comply with the Code.
Christian Salvesen has also undertaken to inform GND as soon as reasonably
practicable of any approach to or discussions with the Christian Salvesen
Group with regard to a Competing Proposal or request for information,
including pursuant to Rule 20.2 of the Code, but without disclosing the
details of the approach or discussions or the identity of the other party
to them.
Termination
The Implementation Agreement may be terminated in the following
circumstances:
(a) by agreement in writing between GND and Christian Salvesen at any
time;
(b) by GND in the event that the Panel consents to the withdrawal of the
Scheme in consequence of the failure of any of the Conditions; or
(c) if the Scheme is not approved by the requisite majority of Christian
Salvesen Shareholders at the Court Meeting or the Resolution is not
passed by the requisite majority at the General Meeting, or
(d) by GND or Christian Salvesen if the Court does not grant the Scheme
Court Order at the Scheme Hearing or the Reduction Court Order at the
Reduction Hearing (other than by reason of a technical default which
is capable of remedy and which GND and Christian Salvesen take all
necessary steps to remedy within reasonable period of the Court's
refusal)
and will terminate if the Scheme does not become effective by the date
falling 210 days after the date of posting of the Scheme Document.
14. Overseas Shareholders
The availability of the Transaction to Christian Salvesen Shareholders who
are not resident in the United Kingdom may be affected by the laws of
their relevant jurisdiction. Such persons should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdiction. If you remain in any doubt, you should consult an
appropriate independent professional adviser in the relevant jurisdiction
without delay.
The Loan Note Alternative will not be available to Restricted Overseas
Persons and consequently such persons will not be eligible to receive Loan
Notes.
Loan Notes that may be issued pursuant to the proposed Transaction have
not been and will not be registered under the US Securities Act or under
the relevant securities laws of any state or territory or other
jurisdiction of the United States. Accordingly, Loan Notes may not be
offered or sold in the United States, except in a transaction not subject
to, or in reliance on an exemption from, the registration requirements of
the US Securities Act and state securities laws.
Unless GND otherwise determines, the relevant clearances and registrations
have not been, nor will they be, sought or obtained, nor have any steps
been taken, nor will any steps be taken, to enable the Loan Notes to be
publicly offered in compliance with applicable securities laws of
Australia, Canada or Japan (or any province or territory thereof, if
applicable) or any other jurisdiction. Accordingly, the Loan Notes
(subject to certain exceptions) may not be offered, sold, resold,
transferred, or delivered, directly or indirectly, in, into or from,
Australia, Canada or Japan or any other jurisdiction where to do so would
violate the laws of that jurisdiction or would require registration
thereof in such jurisdiction. No listing authority or equivalent has
reviewed, approved or disapproved of this Announcement, the Transaction or
the Loan Notes, or expressed a view on the accuracy or adequacy of this
Announcement.
Under the terms of the Transaction, GND has reserved the right to make a
takeover offer for Christian Salvesen as an alternative to a Scheme. If
GND exercises its right to implement the Transaction by means of the
Offer, the Offer will be made in compliance with applicable laws and
regulations, including US securities laws, to the extent applicable.
15. Irrevocable Undertakings
Hawkpoint and GND have received irrevocable undertakings to vote in favour
of the resolutions to be proposed in connection with the Transaction at
the Court Meeting and the General Meeting from the Christian Salvesen
Directors who hold Christian Salvesen Shares, certain members of the
Salvesen family and certain other shareholders representing approximately
23.2 per cent. of the entire existing issued share capital of Christian
Salvesen. These undertakings and the undertaking given by UBS Global Asset
Management (UK) Limited referred to below will cease to have any effect in
the event that: the Scheme Document is not posted within the period
permitted by the Panel; the Scheme lapses or is withdrawn; or, except in
the case of undertakings given by Christian Salvesen Directors, a firm
intention to make an offer with an aggregate value per Christian Salvesen
Share that is at least 10.1 per cent. higher than GND's offer price at
that time is announced by a person other than GND or a person acting in
concert with GND.
In addition, UBS Global Asset Management (UK) Limited manages 26.83
million Christian Salvesen Shares (10.1 per cent.) and has irrevocably
undertaken to exercise the voting rights attaching to these shares, except
in the case where its clients do not permit UBS Global Asset Management
(UK) Limited to exercise voting rights on their behalf.
Further details of these irrevocable undertakings are set out in Appendix
III to this Announcement.
16. General
The Scheme will be made on the terms and subject to the Conditions set out
herein and in Appendix I, and to be set out in the Scheme Document. The
Scheme Document will be posted to Christian Salvesen Shareholders and made
available, for information only, to participants in the Christian Salvesen
Share Plans as soon as practicable, which is expected to be on or around
15 October 2007. Christian Salvesen will prepare the Scheme Document. GND
and Christian Salvesen urge Christian Salvesen Shareholders to read the
Scheme Document when it becomes available because it will contain
important information relating to the Transaction.
The Scheme will be governed by Scots law. The Scheme will be subject to
the applicable requirements of the Code, the Takeover Panel, the London
Stock Exchange and the UK Listing Authority.
Appendix I sets out the Conditions to, and certain further terms of, the
Transaction. Appendix II contains the bases and sources of certain
information used in this Announcement. Appendix III contains details of
the irrevocable undertakings received by Hawkpoint and GND. Appendix IV
contains definitions of the terms used in this Announcement.
Enquiries:
GND Tel: +33 (0) 475 232 526
Jean-Claude Michel
Patrick Bataillard
Hawkpoint Tel: + 44 (0) 207 665 4500
(financial adviser to GND)
Paul Baines
Edouard Debost
Vinay Ghai
Maitland Tel: +44 (0) 207 395 0430
(PR adviser to GND)
Neil Bennett
Christian Salvesen PLC Tel: +44 (0) 207 353 4200
Stewart Oades
Julian Steadman
UBS Investment Bank Tel: + 44 (0) 207 567 8000
(financial adviser to Christian Salvesen)
Melanie Gee
Sean Bennett
Hoare Govett Tel: +44 (0) 207 678 8000
(corporate broker to Christian Salvesen)
Alexander Garton
Ranald McGregor Smith
JPMorgan Cazenove Tel: +44 (0) 207 588 2828
(corporate broker to Christian Salvesen)
Malcolm Moir
Guy Marks
Tulchan Tel: +44 (0) 207 353 4200
(PR adviser to Christian Salvesen)
Stephen Malthouse
David Allchurch
Hawkpoint, which is authorised and regulated in the United Kingdom by the
Financial Services Authority is acting for GND and no one else in connection
with the Transaction and will not be responsible to anyone other than GND for
providing the protections afforded to clients of Hawkpoint or for providing
advice in connection with the Transaction or the content of, or any other
transaction, matter or arrangement referred to in, this Announcement.
UBS is acting exclusively for Christian Salvesen and no one else in connection
with the Transaction and will not be responsible to anyone other than Christian
Salvesen for providing the protections afforded to clients of UBS nor for
providing advice in relation to the Transaction or the content of, or any other
transaction, matter or arrangement referred to in, this Announcement..
This Announcement does not constitute a prospectus or an equivalent document. It
is not intended to and does not constitute, or form part of, any offer or
invitation to purchase any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Transaction or otherwise. In
particular, this Announcement is not an offer of securities for sale in or into
the United States. The proposals in respect of the Transaction will be made
solely through the Scheme Document, which will contain the full terms and
conditions of the Transaction, including details of how to vote in respect of
the Transaction. Any response to the Transaction should be made only on the
basis of the information contained in the Scheme Document.
Information for Overseas Persons
The availability of the Transaction to persons who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not so resident should inform themselves about and observe any
applicable requirements in those jurisdictions. Further details in relation to
overseas shareholders will be contained in the Scheme Document.
The distribution of this Announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons in such jurisdictions
into whose possession this Announcement comes should inform themselves about and
observe such restrictions. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of any such
jurisdiction. This Announcement has been prepared for the purposes of complying
with Scots law and the Code, and the information disclosed may not be the same
as that which would have been disclosed if this Announcement had been prepared
in accordance with the laws of jurisdictions outside the United Kingdom.
Loan Notes that may be issued pursuant to the proposed Transaction have not been
and will not be registered under the US Securities Act or under the relevant
securities laws of any state or territory or other jurisdiction of the United
States. Accordingly, Loan Notes may not be offered or sold in the United States,
except in a transaction not subject to, or in reliance on an exemption from, the
registration requirements of the US Securities Act and state securities laws.
Unless GND otherwise determines, the relevant clearances and registrations have
not been, nor will they be, sought or obtained, nor have any steps been taken,
nor will any steps be taken, to enable the Loan Notes to be publicly offered in
compliance with applicable securities laws of Australia, Canada or Japan (or any
province or territory thereof, if applicable) or any other jurisdiction.
Accordingly, the Loan Notes (subject to certain exceptions) may not be offered,
sold, resold, transferred, or delivered, directly or indirectly, in, into or
from, Australia, Canada or Japan or any other jurisdiction where to do so would
violate the laws of that jurisdiction or would require registration thereof in
such jurisdiction. No listing authority or equivalent has reviewed, approved or
disapproved of this Announcement, the Transaction or the Loan Notes, or
expressed a view on the accuracy or adequacy of this Announcement.
The Transaction relates to the shares of a Scottish company and is proposed to
be effected by means of a scheme of arrangement under Scots company law. 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, as amended. 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 US proxy solicitation or
tender offer rules. Financial information included in the relevant documentation
will have been prepared in accordance with accounting standards applicable in
the United Kingdom and France that may not be comparable to the financial
statements of US companies.
Forward-Looking Statements
This Announcement includes forward-looking statements, including statements
about the expected timing of the Transaction, the expected effects on Christian
Salvesen of the Transaction, anticipated earnings enhancements, estimated cost
savings and other synergies, potential strategic options, plans for and benefits
of integration, estimated future growth, market position and all other
statements in this Announcement other than statements of historical fact.
Forward-looking statements include, without limitation, statements containing
words such as 'will', 'may', 'should', 'continue', 'aims', 'believes',
'expects', 'estimates', 'intends', 'anticipates', 'projects,' 'plans' or similar
expressions. By their nature, forward-looking statements involve known or
unknown risks and uncertainties because they relate to events and depend on
circumstances that all occur in the future. Actual results may differ materially
from those expressed in the forward-looking statements depending on a number of
factors, including, but not limited to, the satisfaction of the conditions to
the Scheme, future market conditions, the behaviour of other market
participants, changes in the economic climate, a fluctuation in the level of
customers' commercial activity, consultation with employee representative
bodies, a loss of key personnel and the extent to which the Christian Salvesen
and GND businesses are successfully integrated. Many of these risks and
uncertainties relate to factors that Christian Salvesen and GND cannot control
or estimate precisely, such as future market conditions and the behaviour of
other market participants. The forward-looking statements contained in this
Announcement are made as of the date hereof and Christian Salvesen and GND
assume no obligation and do not intend publicly to update or revise these
forward-looking statements, whether as a result of future events or new
information or otherwise except as required pursuant to applicable law.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of Christian Salvesen, all "dealings" in any "relevant securities"
of Christian Salvesen (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant transaction. This requirement will continue until the
date on which the Scheme becomes effective, lapses or is otherwise withdrawn or
on which the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Christian Salvesen, they will
be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Christian Salvesen by GND, or by any of its "associates", must be
disclosed by no later than 12.00 p.m. (London time) on the business day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any agreement
to purchase, option in respect of, or derivative referenced to, securities.
Terms in quotations marks are defined in the Code, which can also be found on
the Panel's website. If you are in any doubt as to the application of Rule 8 of
the Code to you, please contact an independent financial adviser authorised
under the Financial Services and Markets Act 2000 (as amended), consult the
Panel's website or contact the Panel on telephone number +44 (0)20 7382 9026 or
fax +44 (0)20 7638 1554. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Market Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriately authorised independent
financial adviser.
Copies of this Announcement can be found at Christian Salvesen's website at
www.salvesen.com and GND's website at www.norbert-dentressangle.com.
APPENDIX I
CONDITIONS TO THE SCHEME AND THE TRANSACTION
The Transaction is conditional upon the Scheme becoming unconditional and becoming
effective, subject to the Code, by not later than the date falling 210 days after
the date of posting of the Scheme Document or such later date (if any) as GND and
Christian Salvesen may agree, and the Panel and the Court may allow.
1. Conditions to the Scheme
(A) the approval of the Scheme by a majority in number, representing at least
three-fourths in value, of the holders of Christian Salvesen Shares (or
the relevant class or classes thereof), present and voting either in
person or by proxy, at the Court Meeting and at any separate class meeting
which may be required by the Court (or at any adjournment of such
meeting);
(B) the resolution(s) required to approve and implement the Scheme being duly
passed by the requisite majority at the General Meeting (or at any
adjournment of such meeting); and
(C) the sanction (in, either case, with or without modifications on terms
reasonably acceptable to GND, GND and Christian Salvesen) of the Scheme
and the confirmation of the Reduction of Capital involved therein by the
Court and certified copies of the Court Orders and, in respect of the
Reduction Court Order, the minute of such reduction attached thereto being
delivered for registration to the Registrar of Companies.
2. Other Conditions to the Transaction
GND and Christian Salvesen have agreed that, subject as stated in paragraph 3 below
and subject to the requirements of the Panel in accordance with the Code, the
Transaction will also be conditional upon the following matters and, accordingly,
the necessary actions to make the Scheme effective will not be taken unless such
Conditions are satisfied or (where relevant) waived:
(A) (i) the European Commission indicating, in terms reasonably
satisfactory to GND, that it does not intend to initiate
proceedings under Article 6(1)(c) of Council Regulation 139
/2004 (the "Merger Regulation") in respect of the proposed
acquisition of Christian Salvesen by GND or any matter
arising therefrom; and
(ii) the European Commission not having made a referral to a
competent authority of any member state of the European
Union under Article 9(1) of the Merger Regulation in
respect of all or any part of the proposed acquisition of
Christian Salvesen by GND or any matter arising therefrom
or, in the event of such a referral, clearance being
obtained from the competent authority of any such member
state on terms reasonably satisfactory to GND;
(B) (excluding antitrust or merger control clearances in respect of the
Transaction, in relation to which the Conditions set out in paragraph
2(A)(i) and (ii) inclusive above and paragraph 4 below only shall
apply) no central bank, government, governmental, quasi-governmental,
supranational, statutory, administrative, regulatory body, or any
court, institution, investigative body, association, trade agency or
professional or environmental body or any other similar person or body
in any jurisdiction (each, a "Relevant Authority'') having decided to
take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or enacted, or made any statute,
regulation, decision or order or having taken any other step or done
anything which would or might reasonably be expected to:
(i) result in material delay in the ability of GND, or render
GND unable, to acquire some or all of the Christian
Salvesen Shares;
(ii) require, prevent or delay the divestiture (or alter the
terms envisaged for such divestiture) by any member of the
wider GND Group or by any member of the wider Christian
Salvesen Group of all or any portion of their respective
businesses, assets or properties or impose any limitation
on the ability of any of them to conduct their businesses
or own their respective assets or properties or any part
thereof which in any such case is material in the context
of the Transaction;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the wider GND Group
to acquire or hold or exercise effectively, directly or
indirectly, all or any rights of ownership of shares or
other securities of any member of the wider Christian
Salvesen Group or on the ability of any member of the wider
Christian Salvesen Group to hold or exercise effectively,
directly or indirectly, all or any rights of ownership of
shares or other securities or to exercise management
control over any other member of the wider Christian
Salvesen Group which in any such case is material in the
context of the wider GND Group or the wider Christian
Salvesen Group as the case may be;
(iv) except pursuant to Part 28 of the Companies Act 2006 and
the Scheme, require any member of the wider GND Group or
the Christian Salvesen Group to offer to acquire any shares
or other securities or rights thereover in any member of
the Christian Salvesen Group owned by any third party;
(v) make the Transaction or its implementation or the proposed
acquisition by GND of any shares or other securities in
Christian Salvesen or the acquisition or control of
Christian Salvesen or any member of the Christian Salvesen
Group, illegal, void or unenforceable in or under the laws
of any jurisdiction or directly or indirectly materially
restrict or delay, prohibit or otherwise interfere with the
same, or impose material additional conditions or
obligations with respect to, or otherwise materially
challenge or interfere therewith;
(vi) result in any member of the wider Christian Salvesen Group
ceasing to be able to carry on business under any name
under which it presently does so; or
(vii) impose any limitation which is material in the context of
the Transaction on the ability of any member of the wider
GND Group or the wider Christian Salvesen Group to conduct
or co-ordinate or integrate its business, or any part of
it, with the business of any other member of the wider GND
Group or the wider Christian Salvesen Group; or
(viii) otherwise adversely affect the business, assets or profits
of any member of the wider Christian Salvesen Group, to an
extent which is material in the context of the wider
Christian Salvesen Group taken as a whole,
and all applicable waiting and other time periods during which any
such Relevant Authority could institute, implement or threaten any
such action, proceeding, suit, investigation, enquiry or reference or
otherwise intervene under the laws of any relevant jurisdiction in
respect of the Transaction or the Scheme having expired, lapsed or
been terminated;
(C) (excluding antitrust or merger control clearances in respect of the
Transaction, in relation to which the Conditions set out in paragraph 2(A)
(i) and (ii) inclusive above only shall apply) all necessary notifications,
applications and filings having been made in all necessary jurisdictions in
connection with the Transaction, in accordance with applicable laws and all
statutory and regulatory obligations in connection with the Transaction in
any material jurisdiction having been complied with and all authorisations,
orders, grants, recognitions, consents, confirmations, clearances, licences,
permissions and approvals ("authorisations'') required by law in any
material jurisdiction by any member of the wider GND Group for or in respect
of the Transaction and the proposed acquisition of any shares or securities,
directly or indirectly, in, or control of, Christian Salvesen or any member
of the wider Christian Salvesen Group having been obtained in terms and/or
form reasonably satisfactory to GND from all appropriate Relevant
Authorities or (without prejudice to the generality of the foregoing) from
any persons or bodies with whom any member of the wider Christian Salvesen
Group has entered into contractual arrangements in each case where the
absence of such authorisations would have a material adverse effect on the
wider Christian Salvesen Group taken as a whole, and such authorisations
together with all material authorisations reasonably necessary to carry on
the business of any member of the wider Christian Salvesen Group which is
material remaining in full force and effect and all necessary filings for
such purpose having been made and there being no notice or intimation of any
intention to revoke or not to renew the same at the time at which the
Transaction otherwise becomes effective;
(D) save as Disclosed, there being no provision of any agreement, permit, lease,
licence or other instrument to which any member of the wider Christian
Salvesen Group is a party or by or to which it or any of its assets may be
bound or subject which, as a consequence of the Transaction or the
acquisition by GND directly or indirectly of any shares in Christian
Salvesen or because of a change in the control or management of Christian
Salvesen or any member of the wider Christian Salvesen Group, would or might
reasonably be expected to result in (in any such case which is material in
the context of the wider Christian Salvesen Group taken as a whole):
(i) any monies borrowed by, or other indebtedness (actual or contingent)
of, or grant available to, any member of the wider Christian Salvesen
Group becoming repayable or capable of being declared repayable
immediately or earlier than the stated maturity or repayment date or
the ability of any such member of the wider Christian Salvesen Group
to borrow moneys or incur indebtedness being or becoming capable of
being withdrawn or inhibited;
(ii) any such agreement, arrangement, permit, lease, licence or other
instrument or any right, interest, liability or obligation of any
such member of the wider Christian Salvesen Group therein, being
terminated or adversely modified or affected or any adverse action
being taken or any onerous obligation or liability arising
thereunder;
(iii) any mortgage, charge or other security interest being created over
the whole or any part of the business, property or assets of any
member of the wider Christian Salvesen Group or any such security
becoming enforceable;
(iv) the value of any member of the wider Christian Salvesen Group or its
financial or trading position being prejudiced or adversely affected;
(v) any assets or interests of any member of the wider Christian Salvesen
Group being or falling to be charged or disposed of or any right
arising under which any such asset or interest could be required to
be disposed of or charged otherwise than in the ordinary course of
business;
(vi) the rights, liabilities, obligations or interests or business of any
member of the wider Christian Salvesen Group in or with any other
person, firm or company (or any arrangement relating to such interest
or business) being terminated or adversely modified or affected;
(vii) any member of the wider Christian Salvesen Group ceasing to be able
to carry on business under any name under which it currently does so;
or
(viii) the creation of any liability, actual or contingent, by any member of
the wider Christian Salvesen Group other than in the ordinary course
of business,
and no event having occurred which, under any provision of any
arrangement, agreement, licence or other instrument to which any
member of the wider Christian Salvesen Group is a party, would
reasonably be expected to result in any of the events or
circumstances as are referred to in paragraphs (D)(i) to (D)(vii) of
this condition (D), in each case, to an extent which is material in
the context of the wider Christian Salvesen Group taken as a whole;
(E) since 31 March 2007, save as Disclosed, no member of the Christian Salvesen
Group having:
(i) (save for Christian Salvesen Shares issued pursuant to the exercise
of options or awards granted under the Christian Salvesen Share Plans
or as between Christian Salvesen and wholly-owned subsidiaries of
Christian Salvesen ("Intra-Christian Salvesen Group Transactions"))
issued or agreed to issue or authorised or proposed the issue of
additional shares of any class or securities convertible into shares
of any class or rights, warrants or options to subscribe for or
acquire any such shares or convertible securities;
(ii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any dividend, bonus or other distribution
(whether payable in cash or otherwise) other than dividends lawfully
paid to Christian Salvesen or wholly-owned subsidiaries of Christian
Salvesen;
(iii) merged or demerged with or acquired any body corporate, in each case,
other than in the ordinary course of business;
(iv) save for Intra-Christian Salvesen Group Transactions (other than for
acquisition or disposals in the ordinary course of business) acquired
or disposed of, transferred, mortgaged or charged or created any
security interest over any asset or any right, title or interest in
any asset (including shares and trade investments) or authorised,
proposed or announced any intention to do so, in each case to an
extent which is material in the context of the wider Christian
Salvesen Group taken as a whole;
(v) save for Intra-Christian Salvesen Group Transactions, issued or
authorised the issue of any debentures or made, authorised, proposed
or announced an intention to propose any change in its share or loan
capital which is material in the context of the wider Christian
Salvesen Group taken as a whole;
(vi) entered into or varied or announced its intention to enter into or
vary any contract, transaction or commitment or arrangement (whether
in respect of capital expenditure or otherwise) which is of a long
term or unusual nature or which involves or could reasonably be
expected to involve an obligation of an unusual nature or magnitude
which in each such case is material or which is or is reasonably
likely to be restrictive in any material respect on the business of
the wider Christian Salvesen Group taken as a whole or the wider GND
Group taken as a whole (other than in any such case to an extent
which is normal in the context of the business concerned);
(vii) implemented, authorised or proposed any reconstruction, amalgamation,
scheme of arrangement or other transaction or arrangement otherwise
than in the ordinary course of business or announced any intention to
do so and which is material in the context of the wider Christian
Salvesen Group taken as a whole;
(viii) (other than in respect of a member of the Christian Salvesen Group
which is dormant and was solvent at the relevant time) taken or
proposed any corporate action or had any legal proceedings started or
threatened against it for its winding-up (voluntary or otherwise),
dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer of
all or any of its material assets and/or revenues or any analogous
proceedings in any jurisdiction;
(ix) waived or compromised any claim other than (a) in the ordinary course
of business or (b) which is immaterial in the context of the wider
Christian Salvesen Group taken as a whole;
(x) (save as disclosed in any registers available to the public) made any
material amendment to its memorandum or articles of association;
(xi) purchased, redeemed or repaid or announced any proposal to redeem or
repay any of its own shares or other securities or reduced or, save
in respect of the matters mentioned in sub-paragraph (i), above made
any other change to any part of its share capital;
(xii) been unable or admitted in writing that it is unable to pay its debts
or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business, in any case,
with a material adverse effect on the wider Christian Salvesen Group
taken as a whole;
(xiii) made or agreed or consented to any significant change to the terms of
the trust deeds constituting the pension schemes established by any
member of the wider Christian Salvesen Group for its directors,
employees or their dependants or to the benefits which accrue; or to
the pensions which are payable thereunder, or to the basis on which
qualification for, or accrual or entitlement to; such benefits or
pensions are calculated or determined or to the basis upon which the
liabilities (including pensions) of such pension schemes are funded
or valued; or
(xiv) entered into any contract, commitment or agreement with respect to
any of the transactions, matters or events referred to in this
condition (f) or announced an intention to do so;
(xv) sold or transferred or agreed to sell or transfer any treasury
shares;
(xvi) terminated or varied the terms of any agreement or arrangement
between any member of the wider Christian Salvesen Group and any
other person in a manner which would or might reasonably be expected
to have a material adverse effect on the financial position of the
Christian Salvesen Group taken as a whole,
(F) since 31 March 2007, save as Disclosed:
(i) no litigation, arbitration, prosecution or other legal proceedings by
or against any member of the wider Christian Salvesen Group or to
which any member of the wider Christian Salvesen Group is or may
become a party (whether as claimant, respondent or otherwise) and
(other than as a result of the Transaction) no enquiry or
investigation by or complaint or reference to any Relevant Authority
having been threatened, announced, implemented or instituted or
remaining outstanding against or in respect of any member of the wider
Christian Salvesen Group which, in any such case, would or might
reasonably be expected adversely to affect any member of the wider
Christian Salvesen Group to an extent which is material in the context
of the wider Christian Salvesen Group taken as a whole;
(ii) no adverse change having occurred in the business, assets, financial
or trading position, profits of any member of the wider Christian
Salvesen Group which in any case would be material in the context of
the wider Christian Salvesen Group taken as a whole;
(iii) no contingent or other liability in respect of any member of the wider
Christian Salvesen Group having arisen or been incurred which might
reasonably be expected to affect materially and affect adversely the
wider Christian Salvesen Group taken as a whole; and
(G) save as Disclosed, GND not having discovered that:
(i) any business, financial or other information concerning any member of
the wider Christian Salvesen Group publicly disclosed or otherwise
disclosed to GND or to any of its advisers at any time by or on
behalf of any member of the Christian Salvesen Group is misleading,
contains a misrepresentation of fact or omits to state a fact
necessary to make the information contained therein not misleading
and which, in any such case, is material in the context of the
Christian Salvesen Group taken as a whole;
(ii) any member of the wider Christian Salvesen Group is subject to any
liability, actual or contingent, which is material in the context of
the Christian Salvesen Group taken as a whole;
(iii) any past or present member of the wider Christian Salvesen Group has
failed to comply with all applicable legislation or regulations of
any jurisdiction with regard to the storage, disposal, discharge,
spillage, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or to harm human health or
otherwise relating to environmental matters (which non-compliance
would reasonably be likely to give rise to any liability (whether
actual or contingent) on the part of any member of the wider
Christian Salvesen Group which is material in the context of the
Christian Salvesen Group taken as a whole) or that there has
otherwise been any such disposal, discharge, spillage, leak or
emission (whether or not the same constituted a non-compliance by any
person with any such legislation or regulations and wherever the same
may have taken place) which in any such case would reasonably be
likely to give rise to any liability (whether actual or contingent)
on the part of any member of the wider Christian Salvesen Group which
is material in the context of the wider Christian Salvesen Group
taken as a whole;
(iv) there is, or is likely to be, any liability (whether actual or
contingent) of any past or present member of the wider Christian
Salvesen Group to make good, repair, reinstate or clean up any
property now owned, occupied or made use of by any past or present
member of the wider Christian Salvesen Group or any controlled waters
under any environmental legislation, regulation, notice, circular or
order of any Relevant Authority or otherwise and which is material in
the context of the wider Christian Salvesen Group taken as a whole.
3. Subject to the requirements of the Panel in accordance with the Code, GND
reserves the right to waive, in whole or in part, all or any of Conditions
2(B) to 2(G) inclusive. Conditions 1(A) to (C) cannot be waived. GND shall
be under no obligation to waive or treat as satisfied any of such
Conditions by a date earlier than the latest date specified above for the
satisfaction thereof notwithstanding that the other Conditions of the
Scheme or the Transaction may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances
indicating that any such Conditions may not be capable of fulfilment.
4. Save with the consent of the Panel, the Scheme will not proceed if the
European Commission initiates proceedings under Article 6(1)(c) of the
Merger Regulation or the Transaction is referred to the Competition
Commission in the United Kingdom, in either case before the date on which
the resolutions are passed at the Court Meeting (or, in the case of an
Offer, before 3:00pm on the first closing date of the Offer or the date on
which the Offer becomes or is declared unconditional as to acceptances,
whichever is the later).
5. If GND is required to make an offer for Christian Salvesen Shares under the
provisions of Rule 9 of the Code, GND may make such alterations to any of
the Conditions as are necessary to comply with the provisions of that rule.
6. GND reserves the right to effect the Transaction by way of a takeover
offer. In such event, the Offer will be implemented on the same terms
(subject to appropriate amendments, including (without limitation) an
acceptance condition set at 90 per cent. of the Christian Salvesen Shares
to which the Offer relates (but capable of waiver on a basis consistent
with Rule 10 of the Code), so far as applicable, as those which would apply
to the Scheme).
7. The Scheme Shares will be acquired pursuant to the Transaction fully paid
and free from all liens, charges, equitable interests, encumbrances, rights
of pre-emption and any other rights and interests of any nature whatsoever
and together with all rights now and hereafter attaching thereto, including
voting rights and the rights to receive and retain in full all dividends
and other distributions (if any) declared, made or paid on or after the
date hereof.
APPENDIX II
BASES AND SOURCES
1. Unless otherwise stated in this Announcement:
- Financial information relating to GND has been extracted or derived
(without any adjustment) from the audited annual accounts for GND for
the year ended 31 December 2006; and
- Financial information relating to the Christian Salvesen has been
extracted or derived (without any adjustment) from the audited annual
accounts for Christian Salvesen for the year ended 31 March 2007.
2. The value of the Transaction is calculated on the basis of the fully
diluted number of Christian Salvesen Shares in issue referred to in
paragraph 3 below.
3. The fully diluted share capital of Christian Salvesen (being 276,478,266
Christian Salvesen Shares) is calculated on the basis of:
- The number of issued Christian Salvesen Shares on 1 October 2007, the
last Business Day prior to the date of this Announcement, being
265,358,523 Christian Salvesen Shares; and
- Any further Christian Salvesen Shares which may be issued on or after
the date of this Announcement on the exercise of options or vesting of
awards under the Christian Salvesen Share Plans, amounting in
aggregate to 11,119,743 Christian Salvesen Shares.
4. The market capitalisation of GND is calculated on the basis of 9,835,693
number of GND shares in issue and a Closing Price of Euro75.0 as at 1 October
2007.
5. Unless otherwise stated, all prices quoted in this Announcement for shares
are Closing Prices.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Irrevocable undertakings to vote in favour of the resolutions to be proposed at
the Court Meeting and the General Meeting in connection with the Scheme have
been received by Hawkpoint and GND from the following persons in respect of
following interests in Christian Salvesen Shares:
Christian Salvesen Directors
Name Number of Christian Salvesen Percentage of issued share
Shares capital (%)
irrevocably committed
David Fish 494,600 0.2%
Stewart Oades 100,000 0.0%
Lawrence
Christensen 10,000 0.0%
Mark Morris 30,000 0.0%
Alain Poinssot 10,000 0.0%
Other Shareholders
Name Number of Christian Salvesen Percentage of issued share
Shares capital (%)
irrevocably committed
GAM
International
Management
Limited 14,848,500 5.6%
Andrew C.
Salvesen 5,377,777 2.0%
Alistair E.H.
Salvesen 14,600,000 5.5%
Robin Salvesen 1,985,600 0.7%
Northern
Finance (IOM)
Limited 24,000,000 9.0%
--------------- ---------------- ---------------
Total 61,456,477 23.2%
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement unless the context
otherwise requires:
"Act'' or the Companies Act 1985 (as amended)
"Companies Act"
"Alternative any proposal put forward by any third party which is not
Acquisition acting in concert with GND for (i) a merger, acquisition or
Proposal" other business combination, scheme of arrangement, exchange
offer, liquidation or takeover offer involving Christian
Salvesen or all or substantially all of the business of the
Christian Salvesen Group, (ii) any proposal to acquire in any
manner, directly or indirectly, an equity interest of more
than 50 per cent. or more in any voting securities of
Christian Salvesen, or all or a substantial portion of the
assets of the Christian Salvesen Group, or (iii) any other
similar transaction(s), the consummation of which could
reasonably be expected to prevent, or materially impede,
interfere with or delay the implementation of the Scheme or
the Offer
"Announcement" this Announcement, being made pursuant to Rule 2.5 of the
Code
"business day" a day (not being a Saturday, a Sunday or a public holiday) on
which clearing banks in the City of London are open for the
transaction of general commercial business
"Cancellation Scheme Shares other than Loan Note Elected Shares
Shares"
"Christian Christian Salvesen PLC
Salvesen''
"Christian the articles of association of Christian Salvesen
Salvesen
Articles''
"Christian the directors of Christian Salvesen at the date of this
Salvesen Announcement
Directors'' or
"Board of
Christian
Salvesen"
"Christian Christian Salvesen and its subsidiaries and subsidiary
Salvesen Group'' undertakings from time to time and "member of the Christian
Salvesen Group" shall be construed accordingly
"Christian holders of Christian Salvesen Shares
Salvesen
Shareholders''
"Christian participants in the Christian Salvesen Share Plans
Salvesen Share
Plan Participants"
"Christian the Christian Salvesen Deferred Share Bonus Plan, the
Salvesen Share Christian Salvesen Long-Term Incentive Plan 2006, the
Plans'' Christian Salvesen Approved Executive Share Option Scheme
1997, the Christian Salvesen Non-Approved Executive Share
Option Scheme 1997, the Christian Salvesen Savings-Related
Share Option Scheme 1997 and the Christian Salvesen Employee
Share Ownership Plan
"Christian ordinary shares of 28.125 pence each in the capital of
Salvesen Shares'' Christian Salvesen
"Closing Price" the closing middle market quotation of a share as derived
from the Daily Official List save that quotations for 1
October 2007 have been derived from the website of the London
Stock Exchange
"Code'' the Code on Takeovers and Mergers
"Competing any proposal put forward by any third party which is not
Proposal" acting in concert with GND, in respect of, or for: (i) a
takeover offer (whether or not subject to pre-conditions), or
possible offer, for the issued ordinary share capital of
Christian Salvesen or the sale, or possible sale, (in one
transaction or a series of transactions) of the whole of the
assets or undertaking of the Christian Salvesen Group, or any
part of the same which is material in the context of the
Christian Salvesen Group taken as a whole; (ii) a merger,
acquisition or other business combination, scheme of
arrangement, exchange offer, or liquidation involving
Christian Salvesen or all or substantially all of the
business of the Christian Salvesen Group; (iii) any proposal
which would, if implemented result in a change of control of
Christian Salvesen; (iv) any other transactions having a
similar effect, the consummation of which could be reasonably
expected to prevent, or materially impede, interfere with or
delay the Transaction, in each case howsoever it is proposed
that such offer or proposal be implemented; (v) the
acquisition of the voting rights attaching to 10 per cent. of
the Christian Salvesen Shares then in issue; or (vi) any
transaction by any member of the Christian Salvesen Group
(whether of a revenue or capital nature) that is outside the
ordinary course of business and material in the context of
the Christian Salvesen Group taken as a whole
"Conditions" the conditions to the Transaction set out in Appendix I
"Court" the Court of Session in Scotland
"Court Meeting" the meeting of the Scheme Shareholders (as at the Voting
Record Time) that is proposed to be convened by order of the
Court pursuant to section 425 of the Act, notice of which
will be set out in the Scheme Document for the purposes of
considering and if thought fit, approving the Scheme,
including any adjournment thereof
"Court Orders" the Reduction Court Order and the Scheme Court Order
"CREST'' the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear UK & Ireland Limited is the
Operator (as defined in the CREST Regulations) in accordance
with which listed securities may be held and transferred in
uncertificated form
''CREST the Uncertificated Securities Regulations 2001 (SI 2001 No.
Regulations'' 3755) as amended from time to time
"Daily Official the Daily Official List of the London Stock Exchange
List''
"Disclosed" means (i) as disclosed in Christian Salvesen's report and
accounts for the year ended 31 March 2007; (ii) as publicly
announced by Christian Salvesen (by the delivery of an
announcement to an authorised Regulatory Information Service
on or prior to 1 October 2007; (iii) as disclosed in this
Announcement; or (iv) as otherwise fairly disclosed (with
sufficient details to identify the nature and scope of the
matter disclosed) to GND or its advisers by or on behalf of
Christian Salvesen prior to 2 October 2007 in the context of
the Transaction
"Effective Date" the date on which (i) the Scheme becomes effective by
registration of the Court Orders and the minute relating to
the Reduction of Capital by the Registrar of Companies and
issue by the Registrar of Companies of a certificate under
section 138 of the Companies Act in relation to the reduction
of share capital associated with the Scheme; or (ii) if GND
elects to implement the Transaction by way of the Offer, such
Offer becoming or being declared unconditional in all
respects in accordance with the requirements of the Code
"General Meeting" the general meeting of Christian Salvesen that is proposed to
be convened in connection with the Scheme and the Reduction
of Capital, notice of which will be set out in the Scheme
Document, including any adjournment thereof
"GND" Groupe Norbert Dentressangle S.A.
"GND Directors" or the directors of GND at the date of this Announcement
"Board of GND"
"GND Group" GND and its subsidiaries and subsidiary undertakings from
time to time and "member of the GND Group" shall be construed
accordingly
"Hawkpoint" Hawkpoint Partners Limited of 41 Lothbury, London EC2R 7AE
"Implementation the agreement between GND and Christian Salvesen dated 2
Agreement" October 2007 relating to, amongst other things, the
implementation of the Scheme, further details of which are
set out in paragraph 13 of this Announcement
"in uncertificated in relation to a share or other security, which is recorded
form'' on the register of shareholders of Christian Salvesen as
being held in uncertificated form (that is, in CREST) and
title to which, by virtue of the CREST Regulations, may be
transferred by means of CREST
"Loan Note the alternative intended to be made available under the
Alternative" Scheme whereby Christian Salvesen Shareholders (other than
Restricted Overseas Persons) may elect, subject to certain
limitations and conditions, to receive Loan Notes instead of
all or part of the cash consideration to which they would
otherwise be entitled pursuant to the Scheme
"Loan Note Elected Scheme Shares (if any) in respect of which valid elections
Shares" have been made under the Loan Note Alternative in accordance
with its terms
"Loan Notes" the loan notes issued by GND pursuant to the Loan Note
Alternative
"London Stock London Stock Exchange plc
Exchange''
"Offer'' should GND elect to effect the Transaction by way of a
takeover offer, the offer to be made by or on behalf of GND
for all of the Christian Salvesen Shares on the terms and
subject to the conditions to be set out in the related offer
document and form of acceptance including, where the context
requires, any subsequent revision, variation, extension or
renewal thereof
"Panel'' the Panel on Takeovers and Mergers
"pounds", "#" or the lawful currency of the United Kingdom
"pence"
"Reduction Court the order of the Court confirming the Reduction of Capital
Order"
"Reduction the hearing by the Court of the petition to confirm the
Hearing" reduction of share capital of Christian Salvesen under
section 137 of the Companies Act provided for by the Scheme,
at which the Reduction Court Order is expected to be granted
"Reduction of the reduction of the share capital of Christian Salvesen
Capital" under section 137 of the Companies Act by the cancellation of
the Scheme Shares, to be effected as part of the Scheme
"Registrar of the Registrar of Companies in Scotland
Companies"
"Regulatory any channel recognised as a channel for the dissemination of
Information regulatory information by listed companies as defined in the
Service" Listing Rules published by the Financial Services Authority
"Resolution" the special resolution to approve, amongst other things, the
alteration of Christian Salvesen Articles and such other
matters as may be necessary to implement the Scheme and the
de-listing of Christian Salvesen Shares
"Restricted (i) a person who is in, or resident in, the United States,
Overseas Persons" Australia, Canada or Japan;
(ii) any person whom GND believes to be in, or resident in,
the United States, Australia, Canada or Japan;
(iii) any custodian, nominee or trustee holding Christian
Salvesen Shares for persons in, or resident in, the United
States, Australia, Canada or Japan; and
(iv) persons in any other jurisdiction who GND determines
should be ineligible to apply for the Loan Note Alternative
because of any prohibition or restriction or the need to
comply with any governmental or other consent or any
registration, filing or other formality unless such person
can satisfy GND (in GND's absolute discretion) that to comply
with such consent, registration, filing or other formality
would not be unduly onerous,
and for the purposes of this definition, "person" includes an
individual, corporation, partnership, unincorporated
syndicate, limited liability company, unincorporated
organisation, trust, trustee, executor, administrator or
other legal representative
''Scheme" the scheme of arrangement proposed to be made under section
425 of the Act between Christian Salvesen and Christian
Salvesen Shareholders, incorporating the Reduction of
Capital, to be set out in full in the Scheme Document, with
or subject to any modification, addition or condition
approved or imposed by the Court
''Scheme Court the order of the Court sanctioning the Scheme pursuant to
Order'' section 425 of the Companies Act
''Scheme the circular in respect of the Scheme to be despatched to
Document'' Christian Salvesen Shareholders and others, setting out
amongst other things, the full terms and conditions to
implementation of the Scheme as well as the Scheme itself and
the notice of meeting of each of the Court Meeting and the
General Meeting
''Scheme Hearing'' the hearing by the Court of the petition to sanction the
Scheme, at which the Scheme Court Order is expected to be
granted
''Scheme Record 6:00 pm (London time) on the day immediately before the date
Time' of the Reduction Hearing
''Scheme holders of Scheme Shares
Shareholders''
''Scheme Shares" all Christian Salvesen Shares which are:
(a) in issue at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme Document and
before the Voting Record Time; or
(c) (if any) issued on or after the Voting Record Time and
before the Scheme Record Time, on terms that the holder
thereof shall be bound by the Scheme, or in respect of which
the original or any subsequent holder thereof agrees in
writing to be bound by the Scheme,
but excluding any Christian Salvesen Shares held by GND or
any member of the GND Group, or by Christian Salvesen in
treasury (unless Christian Salvesen and GND agree otherwise)
"Transaction" the acquisition of the entire issued and to be issued share
capital of Christian Salvesen proposed to be effected by way
of the Scheme (or, should GND so elect by way of the Offer)
"UBS'' or "UBS UBS Limited
Investment Bank"
"United Kingdom'' the United Kingdom of Great Britain and Northern Ireland
"United States" or the United States of America, its territories and
"US" possessions, any state of the United States of America (and
the District of Columbia) and all other areas subject to its
jurisdiction
"US Securities the US Securities Act of 1933, as amended
Act"
"wider Christian means Christian Salvesen, its subsidiaries, subsidiary
Salvesen Group'' undertakings and associated undertakings and any other body
corporate, partnership, joint venture or person in which any
member or members of the Christian Salvesen Group
(aggregating their interests) have an interest (direct or
indirect) in 20 per cent. or more of the voting or equity
capital (or the equivalent)
"wider GND Group'' means GND, its subsidiaries, subsidiary undertakings and
associated undertakings and any other body corporate,
partnership, joint venture or person in which any member or
members of the GND Group (aggregating their interests) have
an interest (direct or indirect) in 20 per cent. or more of
the voting or equity capital (or the equivalent)
"Voting Record the time and date specified in the Scheme Document by
Time'' reference to which entitlement to vote on the Scheme will be
determined, expected to be 6.00 p.m. (London time) on the day
which is two days before the date of the Court Meeting or, if
the Court Meeting is adjourned, 6.00 p.m. on the day which is
two days before the date of such adjourned Court Meeting
Save where otherwise stated, for the purpose of this Announcement,
"subsidiary'', "subsidiary undertaking'', "associated undertaking'' and
"undertaking'' shall be construed in accordance with the Act (but for this
purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Act).
In this Announcement, the singular includes the plural and vice versa, unless
the context otherwise requires.
All references in this Announcement to time are to London time.
All references to legislation in this Announcement are to United Kingdom
legislation unless the contrary is stated. Any references to any provision of
any legislation shall include any amendment, re-enactment or extension thereof.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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