TIDMWEY
RNS Number : 8775Y
Wey Education PLC
17 May 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE UK MARKET ABUSE REGULATION. UPON PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE.
17 May 2021
RECOMMED CASH ACQUISITION
of
WEY EDUCATION PLC ("Wey Education" or the "Company")
by
INSPIRED EDUCATION ONLINE LIMITED ("Bidco")
(an indirect wholly owned subsidiary of Inspired Education
Holdings Limited ("Inspired"))
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
The Wey Education Directors are pleased to announce that, at the
Court Meeting and General Meeting held earlier today, the
shareholders of Wey Education approved by the requisite majorities
all of the resolutions proposed at each of the Meetings in respect
of the proposed acquisition by Bidco of the entire issued and to be
issued share capital of Wey Education (the "Acquisition"). The
Acquisition will be implemented by way of a Court-sanctioned scheme
of arrangement pursuant to Part 26 of the Companies Act 2006 (the
"Scheme"), full details of which were sent to the shareholders of
Wey Education in the circular dated 23 April 2021 (the "Scheme
Document").
Details of the resolutions passed are set out in the notices of
the Court Meeting and General Meeting contained in Part Nine and
Part Ten the Scheme Document respectively.
The number of Wey Education Shares in issue at 6.00 p.m. on 13
May 2021, being the Voting Record Time, was 139,858,471.
Court Meeting
The Court Meeting, convened in accordance with an order of the
Court dated 21 April 2021, sought approval from Scheme Shareholders
for the Scheme (the "Court Meeting").
A majority in number of Scheme Shareholders who voted (either in
person or by proxy), representing 95.8 per
cent. by value of those Scheme Shares voted in favour of the resolution to approve the Scheme.
Accordingly, the resolution proposed at the Court Meeting was
duly passed.
Details of the votes cast were as follows:
No. of Scheme % of Scheme No. of Scheme % of Scheme % of Shares
Shareholders Shareholders Shares present Shares present
present and present and and voting in present and voting
voting in voting in person or by and voting in person
person or person or proxy in person or by
by proxy by proxy or by proxy
proxy as a %
of all
Scheme
Shares
in issue
For 29 87.9 108,980,910 95.8 77.9
-------------- -------------- ---------------- ------------ ------------
Against 4 12.1 4,824,504 4.2 3.5
-------------- -------------- ---------------- ------------ ------------
Total 33 100.0 113,805,414 100.0 81.4
-------------- -------------- ---------------- ------------ ------------
Note:
Any proxy appointments which gave discretion to the Chairman
have been included in the vote "For" total.
General Meeting
The General Meeting sought approval for a special resolution for
the purpose of giving effect to the Scheme and associated
amendments to the articles of association of the Company and the
cancellation of trading on AIM (the "Resolution"). The Resolution
was duly passed by the requisite majority.
Details of the votes cast were as follows:
Special Resolution
No. of Shares % of Shares present % of Shares present
present and voting and voting in and voting in
in person or person or by proxy person or by
by proxy proxy as a %
of the issued
share capital
of the Company
For 104,690, 442 96.0 74.9
-------------------- -------------------- --------------------
Against 4,317,297 4.0 3.1
-------------------- -------------------- --------------------
Withheld 2,408 0.0 0.0
-------------------- -------------------- --------------------
Total 109,007,739 100.0 77.9
-------------------- -------------------- --------------------
Note:
(1) A withheld vote is not a vote in law and, accordingly, is
not counted in the calculation of the proportion of votes "For" and
"Against" the resolution concerned.
(2) Any proxy appointments which gave discretion to the Chairman
have been included in the vote "For" total.
Next Steps and Key Dates
Completion of the Acquisition remains subject to the
satisfaction or (if capable of waiver) waiver of the remaining
Conditions, including the sanction of the Scheme by the Court.
The date of the Court hearing to sanction the Scheme is 24 May
2021.
It is intended that dealings in Wey Education Shares will be
suspended at 7.30 a.m. on 25 May 2021.
Subject to the Court approving the Scheme and the Court Order
sanctioning the Scheme being duly delivered to the Registrar of
Companies, it is anticipated that the Scheme will come into effect
on 25 May 2021 (the "Effective Date").
If the Court sanctions the Scheme it is intended that the
admission to trading of Wey Education Shares on AIM will be
cancelled with effect from 7.00 a.m. on 26 May 2021.
Settlement of the consideration to which any holder of Scheme
Shares is entitled will be effected within 14 days of the Effective
Date.
The dates stated above are indicative only and will depend,
among other things, on the dates upon which the Court sanctions the
Scheme and the date on which the Conditions are satisfied or (if
capable of waiver) waived.
If any of the times and/or dates above change, the revised times
and/or dates will be notified to Wey Education Shareholders by
announcement through a Regulatory Information Service and by making
such announcement available on the Wey Education website at
https://www.weyeducation.com/investors/.
A full indicative timetable is contained on page 11 of the
Scheme Document.
Other
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document.
Enquiries:
Wey Education
+44 (0) 77 7836
7999 +44 (0) 77
Barrie Whipp 3060 8766
Barry Nichols-Grey +44 (0) 75 1587
Jacqueline Daniell 8389
WH Ireland
(Financial Adviser, Nominated Adviser +44 (0) 20 7220
and Broker to Wey Education) 1666
James Joyce
Chris Savidge
James Sinclair-Ford
Alma PR
(Public Relations adviser to Wey Education)
+44 (0) 7780 901
Josh Royston 979
DAC Beachcroft LLP is providing legal advice to Wey
Education.
Important Notices
WH Ireland Limited ("WH Ireland"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as financial adviser and broker exclusively for Wey
Education and no one else in connection with the matters set out in
this Announcement and will not regard any other person as its
client in relation to the matters in this Announcement and will not
be responsible to anyone other than Wey Education for providing the
protections afforded to clients of WH Ireland, nor for providing
advice in relation to any matter referred to herein. Neither WH
Ireland nor any of its subsidiaries, branches or affiliates 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 WH Ireland in
connection with this Announcement, any statement contained herein
or otherwise.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for, or any invitation to purchase or
subscribe for, any securities, or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be made solely through and on the
terms set out in the Scheme Document (or, in the event that the
Acquisition is to be implemented by means of a Takeover Offer, the
Offer Document) and the accompanying Forms of Proxy, which will
contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Scheme. Any approval,
decision or other response to the Acquisition should be made only
on the basis of the information in the Scheme Document (or, in the
event that the Acquisition is to be implemented by means of a
Takeover Offer, the Offer Document). Scheme Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition once it has been despatched.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
This Announcement does not constitute a prospectus or prospectus
exempted document.
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 about, and
observe, any applicable requirements. In particular the ability of
persons who are not resident in the United Kingdom to vote their
Wey Education Shares with respect to the Scheme at the Court
Meeting, or to execute and deliver Forms of Proxy appointing
another 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. This Announcement has been prepared for the purposes
of complying with English law, the AIM Rules, the rules of the
London Stock Exchange 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 of England.
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
the United Kingdom. Persons who are not resident in the United
Kingdom, or who are subject to laws of any jurisdiction other than
the United Kingdom, should inform themselves about, and observe any
applicable requirements. Any person (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intends
to, forward this Announcement or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing
so and seek appropriate professional advice before taking any
action. In particular, the ability of persons who are not resident
in the United Kingdom to vote their Scheme Shares at the Court
Meeting or the General Meeting, or to execute and deliver Forms of
Proxy appointing another to vote their Scheme Shares in respect of
the Court Meeting or the General Meeting on their behalf, may be
affected by the laws of the relevant jurisdiction in which they are
located or to which they are subject.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
The Acquisition will not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and the Acquisition will not be capable of acceptance by any such
use, means, instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this Announcement and other
formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded
or distributed in, into or from a Restricted Jurisdiction and
persons receiving this Announcement (including custodians, nominees
and trustees) must not distribute or send it into or from a
Restricted Jurisdiction.
Copies of this Announcement and the formal documentation
relating to the Scheme and the Acquisition will not be, and must
not be, mailed or otherwise forwarded, distributed or sent in, into
or from any jurisdiction where to do so would violate the laws of
that jurisdiction.
Notice to U.S. investors
US Holders should note that the Acquisition relates to the
securities of a UK company, is subject to UK disclosure
requirements (which are different from those of the US) and is
being made by means of a scheme of arrangement provided for under
English company law. Under the present circumstances, a transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules under the US Exchange Act. Accordingly, the
Scheme will be subject to UK disclosure requirements and practices,
which are different from the disclosure requirements of the US
tender offer and proxy solicitation rules. The financial
information included in this Announcement has been or will have
been prepared in accordance with IFRS and thus may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the US.
Neither the SEC nor any securities commission of any state of
the US nor any other US regulatory authority has approved the
Acquisition, passed upon the fairness of the Acquisition or passed
upon the adequacy or accuracy of this Announcement. Any
representation to the contrary is a criminal offence in the US.
The receipt of cash pursuant to the Acquisition by a direct or
indirect US Holder as consideration for the transfer of its Scheme
Shares pursuant to the Scheme may be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each Wey Education
Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to him.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws, since Wey
Education is located outside the US, and some or all of its
officers and directors may be residents of countries other than the
US. US Holders may not be able to sue a non- US company or its
officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
In accordance with the Code, normal UK practice and pursuant to
Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Wey Education Shares
outside of the United States, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme
becomes effective, lapses or is otherwise withdrawn. These
purchases and activities by exempt principal traders which are
required to be made public in the United Kingdom pursuant to the
Code will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Wey Education and
Bidco contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Wey Education and Bidco about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the
Acquisition on Wey Education and Bidco, the expected timing and
scope of the Acquisition and other statements other than historical
facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although Wey
Education and Bidco believe that the expectations reflected in such
forward- looking statements are reasonable, Wey Education and Bidco
can give no assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
shareholder approval and the satisfaction (or, if applicable,
waiver) of other Conditions on the proposed terms and schedule; the
ability of Wey Education and Bidco to successfully integrate their
respective operations and retain key employees; the potential
impact of the Rule 2.7 Announcement or consummation of the
Acquisition on relationships, including with employees, suppliers,
customers and competitors; and changes in general economic,
business and political conditions; the combined company's ability
to make acquisitions and its ability to integrate or manage such
acquired businesses. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors. Neither Wey
Education nor Bidco, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this Announcement
will actually occur. You are cautioned not to place undue reliance
on these forward-looking statements. Other than in accordance with
their legal or regulatory obligations (including under the AIM
Rules, the Code and the Disclosure Guidance and Transparency Rules
of the FCA, as applicable), neither Wey Education nor Bidco is
under any obligation, and Wey Education and Bidco expressly
disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
No profit forecasts or estimates
The Wey Education Profit Forecast is a profit forecast for the
purposes of Rule 28 of the Code. As required by Rule 28.1 of the
Code, the assumptions on which the Wey Education Profit Forecast is
stated are set out in Part Five (Financial Information and Wey
Education Profit Forecast) to the Scheme Document.
Other than the Wey Education Profit Forecast, no statement in
this Announcement is intended or shall be deemed as a profit
forecast, projection or estimate of the future financial
performance of Bidco or Wey Education for any period and no
statement in this Announcement should be interpreted to mean that
earnings or earnings per share for Wey Education for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Wey
Education.
Publication on a website
A copy of this Announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Wey Education's website at
https://www.weyeducation.com/investors/ and on Bidco's website at
https://inspirededu.com/offer by no later than 12 noon (London
time) on the Business Day following the date of this Announcement
and will continue to be made available on this website during the
Offer Period. For the avoidance of doubt, the contents of this
website are not incorporated by reference and do not form part of
this Announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement (or any document
incorporated by reference within this Announcement) by submitting a
request in writing to Neville Registrars at Neville House,
Steelpark Road, Halesowen B62 8HD, by calling Neville Registrars on
0121 585 1131 from within the UK or +44(0)121 585 1131 if calling
from outside the UK or by emailing Neville Registrars at
info@nevilleregistrars.co.uk. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. The
helpline is open between 9.00 a.m. - 5.00 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that
Neville Registrars cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and
training purposes.
For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless you have previously notified
Wey Education that you wished to receive all documents in hard copy
form or unless requested by contacting Neville Registrars Limited
on +44 (0)121 585 1131 / info@nevilleregistrars.co.uk. In
accordance with Rule 30.3 of the Code, a person so entitled may
also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be in hard copy form. Save as otherwise referred to above, a
hard copy of this Announcement will not be sent unless
requested.
Electronic communications - information for Wey Education
Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Wey Education Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from Wey Education may be provided to Bidco
during the Offer Period as required under Section 4 of Appendix 4
of the Code to comply with Rule 2.11 (c) of the Code.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the Rule 2.7 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 offerors). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th Business Day
following the Rule 2.7 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 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 offerors),
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the Business Day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 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.
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.
General
If you are in any doubt as to the action you should take, you
are recommended to seek your own independent financial advice
immediately from an independent financial adviser 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.
Time
All references to time in this Announcement are to the time in
London, unless otherwise stated.
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END
ROMARMJTMTMBBJB
(END) Dow Jones Newswires
May 17, 2021 09:08 ET (13:08 GMT)
Wey Education (LSE:WEY)
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