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Share Name Share Symbol Market Type Share ISIN Share Description
Huntsworth Plc NEX:HNT.GB NEX Ordinary Share GB00B0CRWK29
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  1.07 1.02% 105.52 99.40 109.50 105.52 104.45 104.45 11,077 11:16:40
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
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Clayton Dubilier & Rice LLP Correction to Scheme Document

26/03/2020 12:48pm

UK Regulatory (RNS & others)


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RNS Number : 7441H

Clayton Dubilier & Rice LLP

26 March 2020

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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

26 March 2020

RECOMMED CASH ACQUISITION

of

HUNTSWORTH PLC

by

CD&R ARTEMIS UK BIDCO LIMITED

(a newly incorporated entity formed by Clayton, Dubilier & Rice, LLP in its capacity as adviser to Clayton, Dubilier & Rice, LLC as manager of CD&R Fund X)

Correction to Scheme Document

Bidco notes that the information relating to the fees and expenses expected to be incurred by Bidco in connection with the Acquisition set out in paragraph 10 of Part VIII (Additional Information on Huntsworth, Bidco And CD&R) contained an error. The fees expected to be incurred by Bidco in connection with financial and corporate broking advice is expected to be GBP8.6 million (previously stated to be GBP14.6 million). The total fees and expenses expected to be incurred by Bidco in respect of the Acquisition therefore amount to GBP24.3 million (previously stated to be GBP30.1 million). This is inclusive of stamp duty but excludes VAT and other taxes.

The Scheme Document which is available on CD&R's website at https://www.cdr-inc.com/offer and on Huntsworth's website at https://www.huntsworth.com/news/offer-from-cdr-inc will be updated shortly to reflect this change.

Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the scheme document published by Huntsworth on 23 March 2020.

Enquiries:

 
 CD&R                                          Tel: +44(0) 20 7747 3800 
  Eric Rouzier 
 BofA Securities (financial adviser to Bidco   Tel: +44(0) 20 7628 1000 
  and CD&R) 
 Geoff Iles 
 Gordon Butterworth 
 Richard Abel 
 Ben Winstanley 
 
 Houlihan Lokey (financial adviser to Bidco    Tel: +44(0) 20 7839 3355 
  and CD&R) 
  Jonathan Harrison 
  Larry DeAngelo 
  Mark Martin 
 RBC Capital Markets (financial adviser        Tel: +44(0) 20 7653 4000 
  to Bidco and CD&R) 
 Paul Tomasic 
 Alexander Thomas 
 
 Barclays (financial adviser to CD&R)          Tel: +44 (0) 20 7623 2323 
 Omar Faruqui 
 Olga Tavolzhanskaya 
  Will Thompson 
 

Further information

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the United Kingdom, is acting as financial adviser exclusively for Bidco and CD&R and for no one else and will not be responsible to anyone other than Bidco and CD&R for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with this announcement, any statement contained herein or otherwise. BofA Securities has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.

Houlihan Lokey EMEA, LLP ("Houlihan Lokey"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Bidco and CD&R and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Bidco and CD&R for providing the protections afforded to its clients or for providing advice in relation to such matters. Neither Houlihan Lokey nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Houlihan Lokey in connection with this announcement, any statement contained herein or otherwise. Houlihan Lokey has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.

RBC Capital Markets is the trading name for RBC Europe Limited, which is authorised by the PRA and regulated by the FCA and the PRA and is a subsidiary of Royal Bank of Canada. RBC Capital Markets is acting exclusively for Bidco and CD&R and for no one else in connection with the Offer and will not be responsible to anyone other than Bidco and CD&R for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this announcement. Neither RBC Capital Markets, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of RBC Capital Markets in connection with this announcement, any statement contained herein or otherwise. RBC Capital Markets has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for CD&R and no one else in connection with the matters described herein and will not be responsible to anyone other than CD&R for providing the protections afforded to clients of Barclays nor for providing advice in relation to the matters described herein or any other matter referred to herein.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation 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 Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).

This announcement does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared in accordance with English law, the Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The Acquisition will be subject to, amongst other things, the applicable requirements of the Takeover Code, the Panel, London Stock Exchange plc ("LSE") and the FCA.

Overseas Shareholders

The availability of the Acquisition to Huntsworth Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Huntsworth Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. 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. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover 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 Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in Huntsworth

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 or proxy solicitation rules under the US Securities Exchange Act of 1934 (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 the US tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and thus 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 US.

If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, which is to be made into the US, such Takeover Offer will be made in compliance with the applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act.

It may be difficult for US holders of Huntsworth Shares to enforce their rights and any claim arising out of the US federal laws, since Bidco and Huntsworth are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Huntsworth Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the 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.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Acquisition, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the US.

US Huntsworth Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. US Huntsworth Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

In accordance with, and to the extent permitted by, the Takeover Code and normal UK market practice, BofA Securities, RBC Capital Markets and Barclays and their respective affiliates may continue to act as exempt principal traders or exempt market makers in Huntsworth Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In addition, in compliance with the Takeover Code and to the extent permitted under Rule 14e-5(b) under the US Exchange Act, Bidco, certain affiliated companies or their respective nominees, or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Huntsworth securities other than pursuant to the Acquisition, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices outside the United States until the date on which the Scheme becomes Effective, lapses or is otherwise withdrawn (or, if the Acquisition is implemented by way of a Takeover Offer, before or during the period in which such Takeover Offer would remain open for acceptance). To the extent required by Rule 14e-5(b)(12), such purchases, or arrangements to purchase, must comply with English law, the Takeover Code and the Listing Rules. Any information about such purchases will be disclosed to the Takeover Panel and, to the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, will be made available to all investors (including US investors) via the Regulatory Information Service on the London Stock Exchanges website, www.londonstockexchange.com .

Publication on a website

This announcement a will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on CD&R's website at https://www.cdr-inc.com/offer and on Huntsworth's website at https://www.huntsworth.com/news/offer-from-cdr-inc promptly and in any event by no later than 12 noon (London time) on the Business Day following the publication of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

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 rns@lseg.com or visit www.rns.com.

END

MSCPPUQCWUPUGPQ

(END) Dow Jones Newswires

March 26, 2020 08:48 ET (12:48 GMT)

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