Electronic Data Processing PLC Scheme of arrangement (6142X)

TIDMEDP TIDMTTM

RNS Number : 6142X

Electronic Data Processing PLC

13 August 2018

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

13 August 2018

RECOMMED CASH OFFER

for

ELECTRONIC DATA PROCESSING PUBLIC LIMITED COMPANY

by

EAGLE BIDCO 2018 LIMITED

a newly incorporated company, ultimately owned and controlled by

Kerridge Commercial Systems Group Limited

to be effected by means of a

Scheme of Arrangement

under Part 26 of the Companies Act 2006

Scheme of Arrangement becomes Effective

The boards of directors of Electronic Data Processing Public Limited Company ("EDP") and Eagle Bidco 2018 Limited ("Bidco") are pleased to announce that the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") in connection with the recommended cash offer by Bidco for the entire issued and to be issued share capital of EDP, other than the Excluded Shares, (the "Acquisition") has now become Effective in accordance with its terms as set out in the scheme document sent to EDP Shareholders on 13 July 2018 ("Scheme Document"). This follows the Court's sanction of the Scheme at the Scheme Court Hearing held on 9 August 2018, as announced by EDP and Bidco on the same day.

Scheme Shareholders on EDP's register of members at the Scheme Record Time, being 6.30 p.m. (London time) on 10 August 2018, will receive the Offer Price of 91 pence in cash for each Scheme Share held. The despatch of cheques and the crediting of CREST accounts with cash consideration will occur within fourteen days of today, the Effective Date.

Cancellation of listing

It is expected that the cancellation of the admission to trading of EDP Shares to the premium segment of the London Stock Exchange's main market for listed securities and cancellation of the admission of the EDP Shares to the Official List in each case will take effect no later than 8.00 a.m. (London time) on 14 August 2018.

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:

 
                                                      [phone] 
 EDP                                                             2010 
 Sir Michael Heller, Chairman 
  Julian Wassell, Chief Executive 
 
 BDO LLP (Rule 3 financial adviser to EDP)            [phone] 
  John Stephan / Simon Ling / Susan Jarram                       5888 
 
                                                         +44 (0) 1488 
 Bidco / KCSG                                                 662 000 
 Nigel Bedford, CFO 
 
 Raymond James Financial International Limited        [phone] 
  (financial adviser to Bidco, KCSG and Accel-KKR)               5700 
 Dominic Emery / Joel Greenwood 
  Kathryn Cesari / August Oberbeck 
 

Important notices

BDO LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to EDP and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than EDP for providing the protections afforded to clients of BDO LLP nor for providing advice in relation to the matters referred to in this announcement.

Raymond James Financial International Limited is authorised and regulated by the Financial Conduct Authority in the UK. Raymond James Financial International Limited is acting exclusively as financial adviser to Bidco, KCSG and Accel-KKR and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco, KCSG and Accel-KKR for providing the protections afforded to clients of Raymond James Financial International Limited nor for providing advice in connection with the Acquisition or any matter referred to in this announcement.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by laws and/or regulations in those jurisdictions. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Bidco or required by the 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 their Scheme Shares at the Court Meeting or in respect of the General Meeting Resolution by any means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws and/or regulations of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws and/or regulations of such jurisdictions.

The availability of the Acquisition to EDP Shareholders who are not resident in the United Kingdom may be affected by the laws and/or regulations of the relevant jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. 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, EDP and Bidco and their directors, employees, officers and advisers disclaim any responsibility or liability for the violation of such restrictions by any person.

The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UKLA.

Notice to US Shareholders

The Acquisition relates to shares of an English incorporated and registered company and is proposed to be effected by means of a scheme of arrangement under English law. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Acquisition 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. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable US laws and regulations. Such Takeover Offer would be made in the United States by Bidco and no one else.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and their respective nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, EDP Shares, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would be made outside the United States and would comply with applicable law, including the US Exchange Act.

The information contained in this announcement has neither been approved nor disapproved by the US Securities and Exchange Commission (the "SEC") or any US state securities commission. Neither the SEC, nor any state securities commission, has passed upon or determined the fairness or merits of the proposal described in, nor upon the accuracy or adequacy of the information contained in, this announcement.

The receipt of cash pursuant to the Acquisition by a US Shareholder as consideration pursuant to the terms of the Acquisition 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 US Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him or her.

It may be difficult for US Shareholders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and EDP are located in countries other than the US and some or all of their officers and directors may be residents of countries other than the US. US Shareholders 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.

Further details in relation to EDP Shareholders in overseas jurisdictions are contained in the Scheme Document.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by EDP Shareholders, persons with information rights and other relevant persons for the receipt of communications from EDP may be provided to Bidco during the offer period if requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on website and availability of hard copies

A copy of this announcement will be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on EDP's website at www.edp.co.uk and KCSG's website (on behalf of Bidco) at www.kerridgecs.com by no later than 12 noon (London time) on 16 July 2018. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.

EDP Shareholders may request a hard copy of this announcement by contacting Link Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, or by telephone on 0371 664 0321 or if calling from outside the UK on [phone]. 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. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. EDP Shareholders 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

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(END) Dow Jones Newswires

August 13, 2018 05:56 ET (09:56 GMT)