Cambria Automobiles Plc Offer Closure and Compulsory Acquisition (3493N)

TIDMCAMB

RNS Number : 3493N

Cambria Automobiles Plc

29 September 2021

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

29 September 2021

RECOMMED FINAL CASH OFFER FOR CAMBRIA AUTOMOBILES PLC

BY CAMBRIA BIDCO LIMITED

CLOSURE OF THE OFFER AND COMPULSORY ACQUISITION OF OUTSTANDING CAMBRIA SHARES

Bidco announces that the Offer was closed for further acceptances at 1.00 p.m. on 28 September 2021 (the " Final Closing Date ").

As at 1.00 p.m. on the Final Closing Date, Bidco had received acceptances in respect of Cambria Shares which, together with Cambria Shares acquired or agreed to be acquired before or during the Offer, result in Bidco and any person acting in concert with it holding 98,173,362 Cambria Shares, representing approximately 98.17 per cent. of Cambria's entire issued share capital.

CANCELLATION OF TRADING ON AIM

Bidco announced on 15 September 2021 that it intended to procure that Cambria make applications to cancel admission to trading of Cambria Shares on the London Stock Exchange's AIM market. Cambria has made such application and the cancellation of admission to trading of Cambria Shares on the London Stock Exchange's AIM market will occur at 7.00 a.m. on 13 October 2021.

COMPULSORY ACQUISITION

As at 1.00 p.m. on the Final Closing Date, Bidco had received valid acceptances of its Offer in respect of a total of 58,173,439 Cambria Shares, representing approximately 96.95 per cent. of the Cambria Shares to which the Offer relates.

Accordingly, as Bidco has now received acceptances under the Offer in respect of, and/or otherwise acquired, not less than 90 per cent. in value of the Cambria Shares to which the Offer relates and of the voting rights carried by those shares, Bidco will exercise its rights in accordance with Chapter 3 of Part 28 of the Companies Act 2006 (the " Act ") to acquire compulsorily the remaining Cambria Shares in respect of which the Offer has not been accepted as contemplated by the Offer Document.

Bidco will shortly dispatch formal compulsory acquisition notices under sections 979 and 980 of the Act (the " Compulsory Acquisition Notices ") to Cambria Shareholders who have not yet accepted the Offer. These notices will set out Bidco's intention to apply the provisions of section 979 of the Act to acquire compulsorily any remaining Cambria Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

If any of the Cambria Shareholders have not accepted the Offer and have not applied to the court in respect of all of their holding of Cambria Shares by six weeks from the date of the Compulsory Acquisition Notices, the Cambria Shares held by those Cambria Shareholders who have not accepted the Offer will be acquired compulsorily by Bidco on the same terms as the Offer. Any Cambria Shareholder who has not accepted the Offer may elect to receive consideration pursuant to the Final Cash Offer or the Alternative Offer. All Cambria Shareholders who are Restricted Overseas Shareholders shall receive Cash Consideration only and there shall be no issuance of Consideration Shares to such Cambria Shareholders. The consideration to which those Cambria Shareholders will be entitled will be held by Cambria as trustee on behalf of those Cambria Shareholders and they will be requested to claim their consideration by writing to Cambria at the end of the six-week period.

LEVEL OF ACCEPTANCES AND INTERESTS IN CAMBRIA SHARES

As at 1.00 p.m. on the Final Closing Date, Bidco had received valid acceptances in respect of a total of 58173439 Cambria Shares, representing approximately 58.17 per cent. of the issued share capital of Cambria and approximately 96.95 per cent. of the Cambria Shares to which the Offer relates. So far as Bidco is aware, none of these acceptances have been received from persons acting in concert with Bidco.

In addition, as set out in the Offer Document, Mark Lavery and Nicola Lavery have contributed their interest in Cambria, representing approximately 40 per cent. of Cambria's issued share capital, to Cambria Investments pursuant to the terms of the Lavery SPA, and those Cambria Shares were immediately transferred to Bidco pursuant to the and count towards the satisfaction of the Acceptance Condition.

So far as Bidco is aware, no acceptances have been received from persons acting in concert with Bidco. Bidco has no outstanding irrevocable undertakings or letters of intent in relation to the Offer.

As at 1.00 p.m. on the Final Closing Date, and save for as disclosed in the Offer Document, including in relation to the 39,999,923 Cambria Shares transferred to Bidco in accordance with the terms of the SPAs, neither Bidco nor Cambria Investments nor, so far as each of Bidco and Cambria Investments is aware, any person acting in concert with Bidco or Cambria Investments:

-- has any interest in, or right to subscribe in respect of, or any short position in relation to Cambria relevant securities, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of Cambria relevant securities;

-- has any outstanding irrevocable commitment or letter of intent with respect to Cambria relevant securities; or

-- borrowed or lent any Cambria relevant securities (including any financial collateral arrangements), save for any borrowed shares which have been either on-lent or sold.

The percentage of Cambria Shares referred to in this announcement in respect of which valid acceptances have been received is based on a total of 100,000,000 Cambria Shares in issue.

Terms used but not defined in this announcement shall have the meaning given to them in the offer document published by Bidco on 13 August 2021 (the "Offer Document").

Enquiries:

 
Bidco                                                 Cambria 
 finnCap                                               Rothschild & Co 
 Financial Adviser to Bidco                            Financial Adviser to Cambria 
 Henrik Persson, Kate Bannatyne, and Fergus Sullivan   Ravi Gupta, John Byrne, and Ricky Paul 
 020 7220 0500                                         020 7280 5000 
                                                       Zeus Capital Ltd 
                                                       Joint Broker to Cambria 
                                                       Dominic King 
                                                       020 7533 7727 
                                                       Singer Capital Markets Advisory LLP 
                                                       Nomad and Joint Broker to Cambria 
                                                       Mark Taylor and Jen Boorer 
                                                       020 7496 3000 
                                                       FTI Consulting 
                                                       Alex Beagley, James Styles, and Sam Macpherson 
                                                       020 3727 1000 
 

IMPORTANT NOTES

finnCap and Rothschild & Co have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

Rothschild & Co, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser under Rule 3 of the Code to Cambria in connection with the matters set out in this Announcement and for no one else and will not be responsible to anyone other than Cambria for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this Announcement. Neither Rothschild & Co 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 Rothschild & Co in connection with this Announcement, any statement contained herein, the Offer or otherwise.

finnCap, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively for Bidco and for no one else in connection with the Offer or other matters referred to in this Announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to its clients nor for providing advice in relation to the Offer, the contents of this Announcement or any other matters set out in this Announcement.

Singer Capital Markets, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as nominated adviser to Cambria and for no one else in connection with the Offer or other matters referred to in this Announcement and will not be responsible to anyone other than Cambria for providing the protections afforded to its clients nor for providing advice in relation to the Offer, the contents of this Announcement or any other matters set out in this Announcement.

Zeus Capital, which is authorised and regulated in the United Kingdom by the FCA, is acting as joint broker to Cambria and for no one else in connection with the Offer or other matters referred to in this Announcement and will not be responsible to anyone other than Cambria for providing the protections afforded to its clients nor for providing advice in relation to the Offer, the contents of this Announcement or any other matters set out in this Announcement.

Overseas shareholders

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements.

This announcement has been prepared in accordance with English law, the Code, the Market Abuse Regulation, and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions other than the United Kingdom.

The Offer will be subject to English law and the applicable requirements of the Court, the Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.

The availability of the Offer to Cambria 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 or residents. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. 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 Offer 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 Offer Document.

All Cambria Shareholders who are Restricted Overseas Shareholders shall receive Cash Consideration only and there shall be no issuance of Consideration Shares to such Cambria Shareholders.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws of such Restricted Jurisdiction 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 Restricted Jurisdiction.

Copies of this Announcement and any formal documentation relating to the Offer 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.

The Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Notice to U.S. investors

The Offer relates to shares of an English company and is proposed to be effected by means of a contractual Takeover Offer pursuant to the Code and the laws of the United Kingdom. The companies involved in the Offer are not United States ("U.S.") companies and are considered "foreign private issuers" for purposes of applicable U.S. securities laws (together with regulations, interpretations and guidance, collectively, "U.S. securities laws").

The Final Cash Offer is being made in the U.S. pursuant to all applicable laws and regulations, including, to the extent applicable, Section 14(e) and Regulation 14E under the U.S. Securities and Exchange Act of 1934 (the "U.S. Exchange Act") and otherwise in accordance with the requirements of the Code. Accordingly, the Acquisition will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law. The Final Cash Offer is being made in the U.S. by Bidco and no-one else.

Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from U.S. payment and settlement procedures, particularly with regard to the date of payment of consideration.

Cambria Shareholders located or resident in the U.S. or who are otherwise U.S. persons will not be permitted to elect receipt of the Consideration Shares pursuant to the Alternative Offer. No offer of such Consideration Shares will be made in the U.S., and any purported election to receive Consideration Shares pursuant to the Alternative Offer by Cambria Shareholders from the U.S., or which, at the sole discretion of Bidco, appear to be made in respect of Cambria Shares beneficially held by persons located or resident in the U.S. or who otherwise appear to be U.S. persons will not be accepted. Accordingly, Cambria Shareholders located or resident in the U.S. or who are otherwise U.S. persons will receive cash pursuant to the Final Cash Offer, and no Consideration Shares will be issued to any such Cambria Shareholder. The Consideration Shares have not been and will not be registered under the U.S. Exchange Act or under U.S. securities laws, and will not be listed on any stock exchange in the U.S., and may not be offered, sold or delivered, directly or indirectly, in, into or from the U.S. Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of the Consideration Shares or determined that this Announcement or the Offer Document is accurate or complete. Any representation to the contrary is a criminal offence.

Non-U.S. Cambria Shareholders will be deemed, by electing receipt of the Consideration Shares pursuant to the Alternative Offer, to represent and warrant, on behalf of themselves and any person on whose behalf they beneficially hold their Cambria Shares, that they: (i) are not located or resident in the U.S. or otherwise a U.S. person; and (ii) are not electing receipt of Cambria Shares pursuant to the Alternative Offer with a view to, or for offer or sale of Consideration Shares in connection with, any distribution thereof (within the meaning of the U.S. Exchange Act) in the U.S. or to U.S. persons.

The receipt of cash by a U.S. Cambria Shareholder as consideration for the transfer of its Cambria Shares pursuant to the Offer will likely be a taxable transaction for US federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each U.S. Cambria Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Offer applicable to them.

Some or all of Cambria's officers and directors reside outside the U.S., and some or all of its assets are or may be located in jurisdictions outside the U.S. Therefore, investors may have difficulty effecting service of process within the U.S. upon those persons or recovering against Cambria or its officers or directors on judgments of U.S. courts, including judgments based upon the civil liability provisions of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment. It may not be possible to sue Cambria or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.

Financial information relating to Cambria that is included in this Announcement and that may be included in Offer Document has been or will have been prepared in accordance with IFRS and may not be comparable to the financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S.

In accordance with normal UK practice, Cambria Investments, Bidco or their nominees or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Cambria outside of the U.S., other than pursuant to the Offer, until the date on which the Offer becomes Effective, lapses or is otherwise withdrawn, in compliance with applicable laws, including the U.S. securities laws. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to the Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

In addition, Bidco, its affiliates, their advisors, and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Cambria outside the Offer, such as in open market purchases or privately negotiated purchases, during the period in which the Offer remains open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the US and would comply with applicable law, including United Kingdom laws and the U.S. Exchange Act. Any such purchases by Bidco or its affiliates will not be made at prices higher than the price of the Offer provided in this announcement unless the price of the Acquisition is increased accordingly. Any information about such purchases or arrangements to purchase shall be disclosed as required under United Kingdom laws and will be available to all investors (including U.S. investors) via the Regulatory Information Service on www.londonstockexchange.com.

Publication on a website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) at http://www.cambriaautomobilesplc.com/possible-offer by no later than 12 noon (London time) on the Business Day following this Announcement.

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of this document 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. Cambria Shareholders, persons with information rights in Cambria and any other person to whom this document has been sent, may request a hard copy of this document (and any information incorporated in this document by reference to another source) by writing to Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL or by telephone on 0371 664 0321* if calling from within the UK or on [phone]* if calling from outside the UK. *Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday excluding public holidays in England and Wales. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. It is important that you note that unless you make such a request, a hard copy of this document and any such information incorporated in it by reference to another source will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer be in hard copy form.

General

If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice immediately from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended), if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Definitions

Certain words and terms used in this Announcement are set out in Part 8 of the Offer Document.

Time

All times shown in this Announcement are to the local time in London, United Kingdom, unless otherwise stated.

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September 29, 2021 02:00 ET (06:00 GMT)