Nationwide Accident Repair Srvs PLC Results of Court Meeting and General Meeting (1137O)

TIDMNARS

RNS Number : 1137O

Nationwide Accident Repair Srvs PLC

22 May 2015

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 OF SUCH JURISDICTION

22 May 2015

FOR IMMEDIATE RELEASE

RECOMMENDED ACQUISITION OF

NATIONWIDE ACCIDENT REPAIR SERVICES PLC ("NARS" or the "Company")

by

CANAVERAL BIDCO LIMITED ("CSP Bidco")

an indirect wholly owned subsidiary of

CSP III AIV (Cayman), L.P.

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Results of Court Meeting and General Meeting

The NARS Board is pleased to announce that, at the Court Meeting and the General Meeting held earlier today in connection with the recommended acquisition by CSP Bidco of the entire issued and to be issued ordinary share capital of NARS to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), NARS Shareholders voted to:

- approve the Scheme by the necessary majority at the Court Meeting; and

- pass the three resolutions proposed at the General Meeting, namely:

- the special resolution to approve the Scheme and authorise the directors of the Company to take actions as appropriate to carry the Scheme into full effect, including amendment of the Company's articles of association;

- the special resolution, subject to the Scheme becoming effective, to approve re-registration of the Company as a private limited company and with effect from the re-registration, for private company articles of association to be adopted; and

- the ordinary resolution to approve the Management Arrangements, pursuant to which, inter alia, the Managers will be entitled to receive consideration on different terms than other NARS Shareholders.

Details and the full text of these resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document dated 28 April 2015 sent or made available to NARS Shareholders (the "Scheme Document").

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document. All percentages have been rounded to two decimal places.

Voting results of the Court Meeting

At the Court Meeting, the Scheme was approved by the requisite majority on a poll vote. A majority in number of the Scheme Shareholders who voted (either in person or by proxy), representing over 75 per cent. in value of the Scheme Shares held by the Scheme Shareholders who voted (either in person or by proxy), voted to approve the Scheme. The details of the votes cast at the Court Meeting were as follows:

 
 Results      Number of        Percentage      Number of Scheme   Percentage of 
  of Court     Scheme Shares    of Scheme       Shareholders       Scheme Shareholders 
  Meeting      voted            Shares voted    who voted          who voted 
-----------  ---------------  --------------  -----------------  --------------------- 
 FOR          28,566,715       99.82%          79                 91.86% 
-----------  ---------------  --------------  -----------------  --------------------- 
 AGAINST      52,684           0.18%           7                  8.14% 
-----------  ---------------  --------------  -----------------  --------------------- 
 TOTAL        28,619,399       100.00%         86                 100.00% 
-----------  ---------------  --------------  -----------------  --------------------- 
 

Voting results of the General Meeting

At the General Meeting, the special resolutions to approve the Scheme and the re-registration of the Company were passed by the requisite majorities on a show of hands, and the ordinary resolution to approve the Management Arrangements was passed by the requisite majority taken on a poll vote. The results of the poll vote on the third resolution and the proxies received for the first two resolutions at the General Meeting were as follows:

 
                              FOR                   AGAINST              TOTAL          WITHHELD 
---------------------------  --------------------  -------------------  -------------  ------------- 
 Special/ordinary             No. of       %        No. of      %        No. of Votes   No. of Votes 
  resolution                   Votes        Votes    Votes       Votes 
---------------------------  -----------  -------  ----------  -------  -------------  ------------- 
 Special resolution 
  to approve the 
  Scheme and authorise 
  the directors 
  of the Company 
  to take actions 
  as appropriate 
  to carry the Scheme 
  into full effect, 
  including amendment 
  of the articles 
  of association.             30,043,757   94.05%   1,900,822   5.95%    31,944,579     0 
---------------------------  -----------  -------  ----------  -------  -------------  ------------- 
 Special resolution 
  to approve the 
  re-registration 
  of the Company 
  as a private limited 
  company and adoption 
  of new articles 
  of association.             30,044,607   94.05%   1,899,972   5.95%    31,944,579     0 
---------------------------  -----------  -------  ----------  -------  -------------  ------------- 
 Ordinary resolution 
  to approve the 
  Management Arrangements 
  whereby the Managers 
  will be entitled 
  to receive consideration 
  on different terms 
  than other NARS 
  Shareholders.               28,649,024   93.71%   1,923,322   6.29%    30,572,346     20,882 
---------------------------  -----------  -------  ----------  -------  -------------  ------------- 
 

In relation to the ordinary resolution to approve the Management Arrangements, which was a vote of independent shareholders, not including Michael Wilmshurst, and was taken on a poll at the General Meeting:

1. the issued share capital of the Company at the date of the meeting was 43,197,220 ordinary shares with voting rights;

2. votes were tendered in respect of 30,572,346 ordinary shares, being 70.77 per cent. of the issued ordinary share capital of the Company;

3. any proxy appointments which gave discretion to the Chairman have been included in the votes "FOR" total; and

4. a vote withheld is not a vote in law and counts neither "For" nor "Against" the resolutions.

Effective Date and Timetable

Completion of the Acquisition remains subject to satisfaction or waiver of the other Conditions set out in the Scheme Document including the sanction of the Scheme by the Court and the delivery of a copy of the Court Order to the Registrar of Companies. The expected timetable of principal events for the implementation of the Scheme is set out on page vii of the Scheme Document and partially reproduced in the Appendix to this announcement and it is currently expected that the Court Hearing to sanction the Scheme will take place on 3 June 2015. Subject to the Scheme receiving the sanction of the Court and the satisfaction or waiver of the other Conditions, the Scheme is expected to become Effective on 3 June 2015 with cheques being despatched or settlement through CREST occurring within 14 days of the Scheme becoming Effective.

As announced by NARS on 28 April 2015, NARS has applied to the London Stock Exchange for trading in NARS Shares on AIM to be suspended with effect from 7.30 a.m. (London time) on 3 June 2015.

If any of the key dates set out in the expected timetable change, NARS will give notice of this change by issuing an announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions, also be available on NARS's website at http://corporate.nationwiderepairs.co.uk/investor-relations/information-takeover.

Subject to certain restrictions, a copy of this announcement and the amended articles of association of the Company will also be available on NARS's website at http://corporate.nationwiderepairs.co.uk/investor-relations/information-takeover.

 
 Enquiries: 
  Nationwide Accident Repair Services PLC 
    Michael Marx                                                       [phone] 
   Westhouse Securities Limited 
    (Financial Adviser, Nominated Adviser and Corporate Broker to 
    NARS) 
    Robert Finlay 
    Antonio Bossi                                                      [phone] 
 

Important notices

Westhouse Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser, nominated adviser and broker to NARS and no-one else in connection with the Acquisition and other matters described in this announcement, and will not be responsible to anyone other than NARS for providing the protections afforded to clients of Westhouse Securities Limited nor for providing advice in relation to the Acquisition, the contents of this announcement or any other matter referred to herein.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document or any document by which the Acquisition is made which will contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

This announcement has been prepared for the purpose of complying with the laws of England and Wales 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 the United Kingdom.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. 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. 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.

Notice to US investors in NARS: the Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, CSP Bidco exercises the right to implement the Acquisition by way of a takeover offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations. Financial information included in this announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that 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 United States. No US federal or state securities commission has: (a) approved, disapproved, endorsed or recommended the Acquisition; (b) passed upon the merits or fairness of the Acquisition; or (c) expressed a view on the adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

Unless otherwise determined by NARS 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 in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws 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 in 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 in that jurisdiction.

The receipt of cash pursuant to the Scheme by US Shareholders as consideration for the transfer of their NARS 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 NARS Shareholder (including US Shareholders) is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

The availability of the Scheme Document to NARS Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

No steps have been taken, nor will any steps be taken, to extend the Acquisition into Japan, South Africa or Australia and no regulatory clearances in respect of the Scheme Document have been, or will be, applied for in any other jurisdiction.

Disclosure requirements of the Code

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 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 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, 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 Panel's website at http://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by NARS Shareholders, persons with information rights and other relevant persons for the receipt of communications from CSP Bidco may be provided to CSP Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

Publication on website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on NARS's website at http://corporate.nationwiderepairs.co.uk/investor-relations/information-takeover by no later than 12 noon (London time) on the day following this announcement. For the avoidance of doubt, the contents of this website are not incorporated into and not do form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.2 of the Code, a person so entitled may request a copy of this announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form. 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 so requested from either NARS by contacting Westhouse Securities on [phone]

APPENDIX

 
                 EXPECTED TIMETABLE OF PRINCIPAL EVENTS 
  The following dates are indicative 
   only and 
   are subject to change(1) 
 Last day of dealings in NARS              The last business day before 
  Shares                                              the Court Hearing 
 Scheme Record Time                       6.00p.m. on the last business 
                                           day before the Court Hearing 
 Court Hearing                                              3 June 2015 
 Effective Date of the Scheme                           3 June 2015 (1) 
 De-listing of NARS Shares                 7.00a.m. on the business day 
  Despatch of cheques and crediting        following the Effective Date 
  of CREST for cash consideration                                   (1) 
  due under the Scheme                  Within 14 days of the Effective 
                                                                   Date 
 Long-Stop Date                                      31 August 2015 (2) 
 
 1 These dates are indicative only and will depend, among other 
  things, on the date upon which (i) the Court sanctions the 
  Scheme, and (ii) the Court Order is delivered to the Registrar 
  of Companies. 
  2 Or such later date, if any, as NARS and CSP Bidco may agree 
  and the Panel and Court (if necessary) may allow. 
  All references in this document to times are to London time 
  unless otherwise stated. 
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