Nationwide Accident Repair Srvs PLC Scheme of Arrangement Becomes Effective (1355P)

TIDMNARS

RNS Number : 1355P

Nationwide Accident Repair Srvs PLC

03 June 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

3 June 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

Scheme of Arrangement sanctioned by court and becomes effective

The NARS Board is pleased to announce that, at a hearing held earlier today, the High Court of Justice in England and Wales (the "Court") sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") in connection with the recommended acquisition by CSP Bidco of the entire issued and to be issued ordinary share capital of NARS.

An office copy of the Court Order sanctioning the Scheme was today delivered to the Registrar of Companies, and, accordingly, the Scheme has now become effective in accordance with its terms.

Following an application by NARS to the London Stock Exchange, as was previously announced on 28 April 2015, trading in NARS Shares was suspended with effect from 7:30 a.m. (London time) this morning.

NARS has made an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of, and cessation of dealings in, NARS Shares, in each case to be effective from 7:00 a.m. (London time) on 4 June 2015.

The consideration of 100p per NARS Share due to Scheme Shareholders will be settled (in the case of Scheme Shares held in uncertificated form, by CREST accounts being credited) or despatched (in the case of Scheme Shares held in certificated form by cheques being despatched) within the next 14 days, and therefore by no later than 17 June 2015.

Unless otherwise defined herein, capitalised terms and expressions used in this announcement shall have the meanings given to them in the Scheme Document relating to the Scheme.

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 Wilmshurst                                                 [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]

This information is provided by RNS

The company news service from the London Stock Exchange

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