Ancala Fornia Limited Update on Revised Ancala Bid (1867U)

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RNS Number : 1867U

Ancala Fornia Limited

16 January 2017

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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

16 JANUARY 2017

REVISED ANCALA BID

for

DEE VALLEY GROUP PLC

by

ANCALA FORNIA LIMITED

LEVEL OF ACCEPTANCES OF REVISED ANCALA BID AS AT THIRD CLOSING DATE

EXTENSION OF REVISED ANCALA BID AND EXTENSION OF DAY 60

Summary

-- As at 3:00 pm on the Third Closing Date, Bidco had either acquired Voting Ordinary Shares or had received valid acceptances of the Voting Share Offer in respect of a total of 1,703,683 Voting Ordinary Shares, representing approximately 41.16 per cent. of the Voting Ordinary Shares, all of which count towards the satisfaction of the Acceptance Condition.

-- The preliminary result of the Severn Trent Scheme Court Meeting vote (announced by Dee Valley on 12 January 2016) remains subject to the Court's determination of the correct treatment of the votes relating to the Transferred Shares.

-- If the Court, at the hearing currently scheduled for 25 January 2017, determines that the votes of the Transferred Shares should have been accepted, the voting condition attached to the Severn Trent Scheme will not have been satisfied.

-- The Voting Share Offer and the Non-Voting Share Offer are being extended and will remain open for acceptances until 3:00 pm on 27 January 2017.

-- Last date for the fulfilment of the Acceptance Condition extended, with the consent of the Panel and the Dee Valley Board, from 23 January 2017 to the date which is 14 days following the date of the Court Determination. If the Court Determination occurs, as currently expected, on 25 January 2017, Day 60 will be 8 February 2017.

-- Bidco remains willing to provide certain liquidity by making market purchases of Voting Ordinary Shares at 1,706 pence per Voting Ordinary Share.

Spence Clunie, Managing Partner of Ancala Partners, said:

"Bidco remains willing to provide the certainty of cash at 1,706 pence per share to Voting Ordinary Shareholders dismayed by the uncertainty and delays now impacting the Severn Trent Scheme.

In addition, the Revised Ancala Bid, which we see as a proposition which benefits all stakeholders of Dee Valley, can remain open for acceptances whilst the Court determines the final outcome of the vote at the Court Meeting. If the Court determines that the votes of the Transferred Shares should have been accepted at the Court Meeting and, therefore, that the voting condition relating to the Severn Trent Scheme has not been met, we will be in a position to ensure Dee Valley Shareholders still have a credible and deliverable option."

This summary should be read in conjunction with, and is subject to, the full text of this announcement

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 
 

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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

16 JANUARY 2017

REVISED ANCALA BID

for

DEE VALLEY GROUP PLC

by

ANCALA FORNIA LIMITED

LEVEL OF ACCEPTANCES OF REVISED ANCALA BID AS AT THIRD CLOSING DATE

EXTENSION OF REVISED ANCALA BID AND EXTENSION OF DAY 60

   1.            Introduction 

It was announced on 21 October 2016 that the boards of directors of Ancala Fornia Limited, a newly incorporated company indirectly controlled by Ancala ("Bidco") and Dee Valley Group plc ("Dee Valley") had reached agreement on the terms of a recommended cash bid, to be made by Bidco, to acquire all of the issued Voting Ordinary Shares and all of the issued Non-Voting Ordinary Shares in Dee Valley (the "Original Ancala Bid").

On 4 November 2016, Bidco published a document setting out the full terms and conditions of the Original Ancala Bid (the "Original Acquisition Document").

On 22 November 2016, Bidco announced a recommended increase in the cash offer price of Bidco's acquisition of Dee Valley (the "Revised Ancala Bid") to:

   --                  1,706 pence per Voting Ordinary Share; and 
   --                  1,602 pence per Non-Voting Ordinary Share. 

On 23 November 2016, Bidco announced that it had the consent of the Panel to implement the Revised Ancala Bid in respect of the Voting Ordinary Shares by means of a contractual offer (the "Voting Share Offer") rather than a scheme of arrangement. The acceptance condition for the Voting Share Offer (the "Acceptance Condition") was set at 75 per cent. of the voting rights carried by Voting Ordinary Shares or such lesser percentage (being more than 50 per cent.) as Bidco might decide. The Revised Ancala Bid in respect of the Non-Voting Ordinary Shares (the "Non-Voting Share Offer") remained structured as a contractual offer. The Non-Voting Share Offer does not have an acceptance condition but is subject to the condition that the Voting Share Offer becomes or is declared unconditional in all respects.

On 24 November 2016, the Dee Valley Directors announced that they were withdrawing their recommendation from the Revised Ancala Bid and that they intended to recommend the increased offer from Severn Trent Water Limited announced on 23 November 2016 (the "Severn Trent Scheme"). The Severn Trent Scheme is conditional, amongst other things, upon the approval by a majority in number of Voting Ordinary Shareholders present, entitled to vote and voting at the court meeting in relation to the Severn Trent Scheme held on 12 January 2017 (the "Court Meeting"), either in person or by proxy, representing not less than 75 per cent. in value of the Voting Ordinary Shares voted by them (the "Condition").

On 25 November 2016, Bidco announced that it had published a revised document containing the full terms and conditions of the Voting Share Offer and the Non-Voting Share Offer (the "Revised Offer Document") together with related forms of acceptance in respect of Dee Valley Ordinary Shares held in certificated form and that the first closing date of the Voting Share Offer and the Non-Voting Share Offer would be 15 December 2016 (the "First Closing Date").

On 7 December 2016, Bidco announced that both the Voting Share Offer and the Non-Voting Share Offer were final and would not be increased and that it was reducing the level at which the Acceptance Condition will be satisfied from 75 per cent. to a simple majority of the Voting Ordinary Shares.

On 16 December 2016, Bidco announced that, as at 3:00 pm on the First Closing Date, it had either acquired Voting Ordinary Shares or had received valid acceptances of the Voting Share Offer in respect of a total of 1,702,435 Voting Ordinary Shares, representing approximately 41.13 per cent. of the Voting Ordinary Shares, all of which count towards the satisfaction of the Acceptance Condition, and that the Voting Share Offer and the Non-Voting Share Offer were being extended and would remain open for acceptances until 3:00 pm on 29 December 2016 (the "Second Closing Date").

On 30 December 2016, Bidco announced that, as at 3:00 pm on the Second Closing Date, it had either acquired Voting Ordinary Shares or had received valid acceptances of the Voting Share Offer in respect of a total of 1,704,392 Voting Ordinary Shares, representing approximately 41.17 per cent. of the Voting Ordinary Shares, all of which count towards the satisfaction of the Acceptance Condition, and that the Voting Share Offer and the Non-Voting Share Offer were being extended and would remain open for acceptances until 3:00 pm on 13 January 2017 (the "Third Closing Date").

   2.            The Severn Trent Scheme Condition 

On 11 January 2017, Dee Valley announced that the result of the Court Meeting could be influenced by the votes of a number of Voting Ordinary Shares which had been the subject of recent transfers (the "Transferred Shares") and that the ultimate determination as to whether the votes relating to the Transferred Shares should be accepted would be left to the Courts at a hearing which is currently scheduled for 25 January 2017 (the "Hearing").

On 12 January 2017, Dee Valley provisionally announced that, excluding the Transferred Shares, the resolution proposed at the Court Meeting was passed on a poll vote. This outcome remains subject to the Court's determination at the Hearing or any adjournment thereof (the "Court Determination"). Dee Valley also announced that on the basis that the votes cast relating to the Transferred Shares are accepted, a majority in number of Voting Ordinary Shareholders who voted in person or by proxy voted against the resolution at the Court Meeting. If the Court determines at the Hearing that these votes should have been accepted the Condition to the Severn Trent Scheme will not have been satisfied.

3. Level of acceptances and interests in Voting Ordinary Shares and Non-Voting Ordinary Shares as at the Third Closing Date

Voting Ordinary Shares

As at 3:00 pm on the Third Closing Date, Bidco has received valid acceptances of the Voting Share Offer in respect of 1,519,183 Voting Ordinary Shares, representing approximately 36.70 per cent. of the Voting Ordinary Shares, which Bidco may count towards the satisfaction of the Acceptance Condition.

Of the above number, acceptances over 1,455,407 Voting Ordinary Shares, representing 35.16 per cent. of the Voting Ordinary Shares have been received from AXA Investment Managers UK Limited, Aviva Investors Global Services Limited and Jon Schofield, Chairman of Dee Valley, in accordance with the terms of irrevocable undertakings entered into by each of those parties.

In addition, as at 3:00 pm on the Third Closing Date, Bidco had acquired 184,500 Voting Ordinary Shares, representing 4.45 per cent. of the Voting Ordinary Shares, which will count towards the satisfaction of the Acceptance Condition.

Accordingly, as at 3:00 pm on the Third Closing Date, Bidco had either acquired Voting Ordinary Shares or had received valid acceptances of the Voting Share Offer in respect of a total of 1,703,683 Voting Ordinary Shares, representing approximately 41.16 per cent. of the Voting Ordinary Shares in issue, all of which count towards the satisfaction of the Acceptance Condition.

The percentages of Voting Ordinary Shares referred to in this announcement are based upon a figure of 4,138,902 Voting Ordinary Shares in issue as at 3:00 pm on the Third Closing Date.

Save as set out above, as at 3:00 pm on the Third Closing Date, neither Bidco nor any persons acting in concert with Bidco has (i) any interest in or any right to subscribe for any Voting Ordinary Shares, (ii) any short positions (whether conditional or absolute and whether in money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require any other person to purchase or take delivery of any Voting Ordinary Shares, (iii) borrowed or lent any Voting Ordinary Shares, save for any borrowed Voting Ordinary Shares that have been on-lent or sold, or (iv) received any outstanding irrevocable commitment or letter of intent in respect of Voting Ordinary Shares.

Non-Voting Ordinary Shares

As at 3:00 pm on the Third Closing Date, Bidco has received valid acceptances of the Non-Voting Share Offer in respect of 26,361 Non-Voting Ordinary Shares, representing approximately 5.34 per cent. of the Non-Voting Ordinary Shares.

The percentage of Non-Voting Ordinary Shares referred to in this announcement is based upon a figure of 493,268 Non-Voting Ordinary Shares in issue as at 3:00 pm on the Third Closing Date.

Save as set out above, as at 3:00 pm on the Third Closing Date, neither Bidco nor any persons acting in concert with Bidco has (i) any interest in or any right to subscribe for any Non-Voting Ordinary Shares, (ii) any short positions (whether conditional or absolute and whether in money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require any other person to purchase or take delivery of any Non-Voting Ordinary Shares, (iii) borrowed or lent any Non-Voting Ordinary Shares, save for any borrowed Non-Voting Ordinary Shares that have been on-lent or sold, or (iv) received any outstanding irrevocable commitment or letter of intent in respect of Non-Voting Ordinary Shares.

4. Extension of the Voting Share Offer and the Non-Voting Share Offer and extension of Day 60

Bidco further announces that the Voting Share Offer and the Non-Voting Share Offer are being extended and will remain open for acceptances until 3:00 pm on 27 January 2017.

In light of the extended Court process regarding the final determination of the Severn Trent Scheme the last date for the fulfilment of the Acceptance Condition ("Day 60") has been extended, with the consent of the Panel and the Dee Valley Board, from 23 January 2017 to the date which is 14 days following the date of the Court Determination. Therefore, if the Court Determination occurs, as currently expected, on 25 January 2017, Day 60 will be 8 February 2017.

   5.            Procedures to accept the Voting Share Offer and the Non-Voting Share Offer 

Bidco encourages Dee Valley Shareholders who have not yet accepted the Voting Share Offer and the Non-Voting Share Offer to do so as soon as possible and highlights that the Acceptance Condition for the Voting Share Offer is a simple majority.

Full details of the procedure for accepting the Voting Share Offer are set out on pages 16 to 19 of the Revised Offer Document, Sections B, C and D of Part 2 of the Revised Offer Document and, in respect of Voting Ordinary Shares held in certificated form (that is, not in CREST), in the blue form of acceptance.

Full details of the procedure for accepting the Non-Voting Share Offer are set out on pages 20 to 23 of the Revised Offer Document, Part 3 of the Revised Offer Document, Sections B, C and D of Part 6 of the Original Acquisition Document and, in respect of Non-Voting Ordinary Shares held in certificated form (that is, not in CREST), in the white form of acceptance.

Holders of Non-Voting Ordinary Shares who have previously accepted the Contractual Offer (and have not validly withdrawn those acceptances) will automatically be deemed to have accepted the Non-Voting Share Offer by virtue of their previous acceptance and therefore need take no further action. For the avoidance of doubt, all holders of Non-Voting Ordinary Shares who previously accepted the Contractual Offer will receive the increased offer price of 1,602 pence in respect of their Non-Voting Ordinary Shares.

Forms of proxy submitted in favour of the Original Ancala Bid in respect of the Voting Ordinary Shares will have no effect in relation to the Voting Share Offer under the Revised Ancala Bid. Holders of Voting Ordinary Shares who wish to accept the Voting Share Offer and who have previously appointed a proxy through the CREST electronic proxy appointment service or submitted a form of proxy in favour of the Original Ancala Bid should therefore follow the procedure for accepting the Voting Share Offer as set out above.

If you have any questions relating to the acceptance of the Voting Share Offer or the Non-Voting Share Offer, of if you are uncertain whether you hold Voting Ordinary Shares or Non-Voting Ordinary Shares, please call the Receiving Agent, Capita Asset Services on 0371 664 0321. 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 am and 5:30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

6. Bidco remains willing to provide certain liquidity by making market purchases of Voting Ordinary Shares

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].

Bidco highlights that any Voting Ordinary Shareholders who sell their Voting Ordinary Shares to it will receive the consideration for their Voting Ordinary Shares upon settlement of the relevant trade. By contrast, Voting Ordinary Shareholders who accept the Revised Ancala Bid must wait up to 14 calendar days from the date that the Voting Share Offer becomes or is declared unconditional in all respects. Bidco also highlights that any sale of Voting Ordinary Shares to it is not conditional upon the Voting Share Offer becoming or being declared unconditional in all respects.

   7.            General 

Unless otherwise stated, capitalised terms used in this announcement have the same meaning as those in the Original Ancala Bid announcement dated 21 October 2016 and the Revised Offer Document dated 24 November 2016.

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

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January 16, 2017 02:40 ET (07:40 GMT)