TIDMVLS
RNS Number : 5008W
Madison Bidco Limited
12 December 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
12 December 2023
RECOMMED CASH ACQUISITION
of
Velocys plc
by
Madison Bidco Limited
Update on the irrevocable undertaking given by Lansdowne
Partners (UK) LLP
On 5 December 2023, the boards of Madison Bidco and Velocys made
an announcement pursuant to Rule 2.7 of the Code (the "2.7
Announcement") that they had reached agreement on the terms and
conditions of a recommended offer pursuant to which Madison Bidco
will acquire the entire issued and to be issued ordinary share
capital of Velocys, intended to be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006.
Unless otherwise defined in this announcement, capitalised words
and phrases used in this announcement shall have the same meanings
given to them in the 2.7 Announcement.
As set out in Appendix 3 of the 2.7 Announcement, Madison Bidco
had received an irrevocable undertaking from Lansdowne Partners
(UK) LLP ("Lansdowne") to vote in favour of the resolutions
relating to the Acquisition at the Meetings in respect of its
beneficial holding of 303,156,632 Velocys Shares, representing
18.35 per cent. of Velocys' existing ordinary issued share capital
at the Latest Practicable Date (the "Lansdowne Irrevocable
Undertaking").
On 11 December 2023, Lansdowne announced that they had sold a
total of 3,941,995 Velocys Shares subject to the Lansdowne
Irrevocable Undertaking. Further to this, Lansdowne also announced
earlier today it had sold a further 838,169 Velocys Shares subject
the Lansdowne Undertaking. As a result of these sales of Velocys
Shares, both of which were due to an inadvertent procedural error,
the Lansdowne Irrevocable Undertaking now applies in respect of the
298,376,468 Velocys Shares held by Lansdowne, representing
approximately 18.06 per cent. of the issued ordinary share capital
of Velocys as at today, 12 December 2023.
Therefore, the total number of Velocys Shares which are subject
to irrevocable undertakings in relation to Velocys Shares is
305,446,880, representing approximately 18.49 per cent. of the
issued ordinary share capital of Velocys as at today, 12 December
2023.
Enquiries
Bidco C/O H/Advisors Maitland
Kevin Bone (non-executive director)
Josh Dienstag (non-executive director)
May Liew (non-executive director)
Cavendish (Financial Adviser to
Bidco and the Consortium)
Marc Milmo
Henrik Persson
Seamus Fricker 020 7220 0500
H/Advisor Maitland
Sam Cartwright / David Sturken 020 737 95151
Further information
Cavendish Capital Markets Limited ("Cavendish"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser to the Consortium
and Bidco and no one else in connection with the matters described
in this announcement and will not be responsible to anyone other
than the Consortium and Bidco for providing the protections offered
to clients of Cavendish or for providing advice in connection with
any matter referred to in this announcement. Neither Cavendish nor
any of its affiliates (nor their respective directors, officers,
employees or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Cavendish in connection with this announcement, any
statement contained herein, the Takeover Offer or otherwise. No
representation or warranty, express or implied, is made by
Cavendish as to the contents of this announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Velocys in
any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely pursuant to the terms of the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document), which will contain the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition. Any vote in respect of the
Scheme or other response in relation to the Acquisition should be
made only on the basis of the information contained in the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document).
This announcement does not constitute a prospectus, prospectus
equivalent document or exempted document.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with such requirements may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared in accordance with and for the
purpose of complying with English law, the Takeover Code and the
Market Abuse Regulation and information disclosed may not be the
same as that which would have been prepared in accordance with the
laws of jurisdictions outside England.
The availability of the Acquisition to Velocys Shareholders who
are not resident in and citizens of the UK may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Velocys Shares with respect to the Scheme at the Court
Meeting, or to appoint another person as proxy to vote at the Court
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document).
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition 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 Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including agents, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in or
into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of the Acquisition.
If the Acquisition is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the
Takeover Offer may not be made directly or indirectly, in or into,
or by the use of mails or any means or instrumentality (including,
but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Takeover Offer may
not be capable of acceptance by any such use, means,
instrumentality or facilities.
Further details in relation to Overseas Shareholders will be
included in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document).
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement and the documents required to be published under
Rule 26 of the Takeover Code will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Bidco's website at www.madisonmomentum.com and
Velocys' website at http://offer.velocys.com by no later than 12
noon (London time) on the Business Day following this announcement.
For the avoidance of doubt, neither the content of this website nor
of any website accessible from hyperlinks is incorporated by
reference or forms part of this announcement.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one (1) per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) of the Code applies must
be made by no later than 3.30 p.m. (London time) on the tenth
(10th) Business Day following the commencement of the Offer Period
and, if appropriate, by no later than 3.30 p.m. (London time) on
the tenth (10th) Business Day following the announcement in which
any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of the offeree company
or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one (1) per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
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 of
the Code).
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 Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
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END
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