Ancala Fornia Limited Comment on Employee Opinion on Severn Trent Offer (4415R)

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RNS Number : 4415R

Ancala Fornia Limited

09 December 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

9 DECEMBER 2016

REVISED ANCALA BID

for

DEE VALLEY GROUP PLC ("Dee Valley")

by

ANCALA FORNIA LIMITED ("Bidco")

COMMENT ON DEE VALLEY EMPLOYEE OPINION

Bidco notes the announcement by Dee Valley regarding the publication of an opinion of Dee Valley employee representatives on the effects of the revised offer for Dee Valley by Severn Trent Water Limited (the "Employee Opinion").

Bidco has reviewed the Employee Opinion, which is available at www.deevalleywater.co.uk/offer-severn-trent-water-ltd/, and notes that it contains the following summary:

"In summary, we are against the Offer made by Severn Trent Water, and are so concerned that we have raised our objections to the Competition and Markets Authority ("CMA") explicitly outlining the case for the [Severn Trent] Offer to be referred to a stage 2 review by the CMA. We note that the [Severn Trent] Scheme will not proceed if the CMA makes a Phase 2 CMA reference in respect of the Acquisition before the date of the Court Meeting."

Bidco notes the following statement on the CMA website:

"The CMA is investigating the anticipated acquisition by Severn Trent plc of Dee Valley Group plc".

Bidco highlights that the Revised Ancala Bid is not being investigated by the CMA and is not, therefore, subject to the risk of a possible Phase 2 CMA referral.

Bidco also highlights that its own offers for Dee Valley's Voting Ordinary Shares and Non-Voting Ordinary Shares remain open for acceptance and that Bidco remains willing to provide immediate liquidity to Voting Ordinary Shareholders by making market purchases of Voting Ordinary Shares at 1,706 pence per share.

Spence Clunie, Managing Partner of Ancala, said:

"Dee Valley Shareholders who share the concerns set out in the Employee Opinion are able to vote against the Severn Trent Scheme and / or accept the Revised Ancala Bid or sell their Voting Ordinary Shares to Bidco.

We strongly believe the Revised Ancala Bid is the best outcome for Dee Valley's management, employees and customers and for the wider regional economy of Dee Valley."

Unless otherwise stated, capitalised terms used in this announcement have the same meaning as those in the Original Acquisition Document and the Original Ancala Bid announcement dated 21 October 2016.

Dee Valley Shareholders who wish to sell Voting Ordinary Shares at 1,706 pence per Voting Ordinary Share should contact Marc Downes or Paul Brotherhood at Arden Partners, whom Bidco has appointed to act on its behalf for this purpose on [phone].

Enquiries:

 
 Bidco 
  Spence Clunie / David Owens       [phone] 
  / Tim Power                        3515 
 GCA Altium (Financial Adviser 
  to Bidco) 
  Stephen Georgiadis / Tim          [phone] 
  Richardson                         4040 
 Arden Partners (Broker to 
  Bidco) 
  Marc Downes / Paul Brotherhood    [phone] 
  / Steve Douglas                    5900 
 

Important notices relating to financial advisers and brokers

GCA Altium, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as exclusive financial adviser to Bidco and Ancala and no one else in connection with the Revised Ancala Bid. In connection with such matters, GCA Altium, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Revised Ancala Bid, the contents of this announcement or any other matter referred to herein.

Arden Partners plc, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as corporate broker to Bidco and no one else in connection with the Revised Ancala Bid. In connection with such matters, Arden Partners plc, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Revised Ancala Bid, the contents of this announcement or any other matter referred to herein.

Further information

This announcement is not intended to, and does not, constitute or form part of any 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 Revised Ancala Bid or otherwise. The Revised Ancala Bid is being made solely by means of the Revised Offer Document. Any response to the Revised Ancala Bid should be made only on the basis of information contained in the Revised Offer Document. Dee Valley Shareholders are advised to read the formal documentation in relation to the Revised Ancala Bid carefully.

This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Overseas jurisdictions

The distribution of this announcement in jurisdictions other than the United Kingdom and the ability of Dee Valley Shareholders who are not resident in the United Kingdom to participate in the Revised Ancala Bid may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Dee Valley Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to Overseas Shareholders are contained in the Revised Offer Document.

The offers by Bidco for the Ordinary Shares are not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction.

Accordingly, copies of this announcement and all documents relating to the Revised Ancala Bid are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Revised Offer Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 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) applies must be made by no later than 3:30 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 pm (London time) on the 10th Business Day following the announcement in which any 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 Takeover 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 offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to Dee Valley Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Dee Valley Shareholders, persons with information rights and other relevant persons for the receipt of communications from Dee Valley may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 to the Takeover Code.

Publication on website

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Ancala's website at www.ancala.com by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt the content of that website is not incorporated into, and does not form 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 the figures that precede them.

Reduction of Revised Ancala Bid consideration in the event of dividend or distribution

The Ordinary Shares will be acquired under the Voting Share Offer and the Non-Voting Share Offer free from all liens, charges, equitable interests and encumbrances and third-party rights and together with all rights now or hereafter attaching to them, including, without limitation, the right to retain, in full, all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after 21 October 2016 in respect of them. Accordingly insofar as a dividend and/or distribution and/or a return of capital is proposed, declared, made, paid or payable by Dee Valley in respect of an Ordinary Share on or after 21 October 2016, Bidco reserves the right to reduce by the amount of the dividend and/or distribution and/or return of capital, the price payable under the Voting Share Offer and/or Non-Voting Share Offer, as the case may be, in respect of an Ordinary Share except insofar as the Ordinary Share is or will be transferred on a basis which entitles Bidco alone to receive the dividend and/or distribution and/or return of capital but if that reduction in price has not been effected, the person to whom the price payable under the Voting Share Offer and/or the Non-Voting Share Offer, as the case may be, is paid in respect of the relevant Ordinary Share will be obliged to account to Bidco for the amount of such dividend and/or distribution and/or return of capital.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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December 09, 2016 04:05 ET (09:05 GMT)