Dee Valley Group PLC Expected Scheme Timetable (8699W)

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RNS Number : 8699W

Dee Valley Group PLC

14 February 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.

FOR IMMEDIATE RELEASE

This announcement contains inside information

14 FEBRUARY 2017

RECOMMED ACQUISITION

of

DEE VALLEY GROUP PLC

by

SEVERN TRENT WATER LIMITED

Background

At the Scheme Court Hearing, held on Wednesday 8 February 2017, the Court sanctioned the Scheme to effect the Revised Severn Trent Acquisition. On Friday 10 February 2017, an application to appeal was made to the Court by seven shareholders of Dee Valley opposing the judgement to sanction the Scheme. At that hearing, the Court granted the opposing shareholders leave to appeal and stayed the delivery of the Order sanctioning the Scheme to the Registrar of Companies pending the outcome of any appeal. On Monday 13 February 2017, it was confirmed that no appeal would be made by the opposing shareholders.

No appeal

The stay on delivering the Order sanctioning the Scheme has been lifted by the Court. Dee Valley therefore expects that the Scheme will become effective on Wednesday 15 February 2017, once the Order has been delivered to the Registrar of Companies.

The dates of further principal events in connection with the Scheme are expected to be as follows:

 
 Last day of dealings in, and 
  for registration of transfers 
  of, Voting Ordinary Shares      14 February 2017 
 Scheme Record Time               6:00 pm on 14 February 
                                   2017 
 Suspension of admission of, 
  and dealings, settlement and    7:30 am on 15 February 
  transfers in, Voting Shares      2017 
 Effective Date of the Scheme     15 February 2017* 
 Cancellation of listing of 
  Voting Ordinary Shares and 
  Non-Voting Ordinary Shares      8:00 am on 16 February* 
 Latest date for despatch of 
  cheques or settlement through 
  CREST (as appropriate)          1 March 2017* 
 

*These dates are indicative only and will depend, inter alia, on the date upon which the Scheme Court Order sanctioning the Scheme is delivered to the Registrar of Companies.

Capitalised terms used and not defined in this announcement have the meanings given to them in the circular relating to the Scheme dated 2 December 2016.

Enquiries:

 
 Dee Valley                                +44(0)1978 
  Ian Plenderleith, Chief Executive         846946 
 Investec (Financial Adviser to 
  Dee Valley) 
  Jeremy Ellis/George Price/Jonathan       [phone] 
  Wynn                                      4000 
 Tavistock (Financial Public Relations 
  Adviser to Dee Valley) 
  Matt Ridsdale/Simon Hudson/Mike          [phone] 
  Bartlett/Sophie Praill                    3150 
 

Important notice relating to financial advisers

Investec, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as exclusive financial adviser to Dee Valley and no one else in connection with the Revised Severn Trent Acquisition. In connection with such matters, Investec, 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 Severn Trent Acquisition, 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 Severn Trent Acquisition or otherwise. The Revised Severn Trent Acquisition has been made solely by means of the Severn Trent Acquisition Document, which also contains the full terms and conditions of the Contractual Offer, including details of how the Contractual Offer may be accepted. Any response to the proposed Revised Severn Trent Acquisition should be made only on the basis of information contained in the Severn Trent Acquisition Document. Holders of Voting Ordinary Shares and Non-Voting Ordinary Shares in Dee Valley ("Dee Valley Shareholders") are advised to read the formal documentation in relation to the Revised Severn Trent Acquisition 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 the Ordinary Shareholders who are not resident in the United Kingdom to participate in the Revised Severn Trent Acquisition 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 Ordinary 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 will be contained in the Severn Trent Acquisition Document.

The offers by Severn Trent Water 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 Severn Trent Acquisition 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 Severn Trent Acquisition 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.

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 Dee Valley Water's website at www.deevalleywater.co.uk 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.

Dee Valley Shareholders may request a hard copy of this Announcement by contacting Tracy Bragg, Head of Legal and Regulation, during business hours on [phone] or by submitting a request in writing to Tracy Bragg, Head of Legal and Regulation at Dee Valley, Packsaddle, Wrexham Road, Rhostyllen, Wrexham, LL14 4EH. Dee Valley Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Revised Severn Trent Acquisition should be in hard copy form.

This information is provided by RNS

The company news service from the London Stock Exchange

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February 14, 2017 09:37 ET (14:37 GMT)