Castelnau Group Ltd Offer and Placing Timetable

 
TIDMCGL 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF 
THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. 
 
This announcement is an advertisement and does not constitute a prospectus and 
investors must subscribe for or purchase any shares referred to in this 
announcement only on the basis of information contained in the Prospectus and 
not in reliance on this announcement. Copies of the Prospectus, subject to any 
applicable law, are available for viewing at the National Storage Mechanism at 
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's 
website. This announcement does not constitute, and may not be construed as, an 
offer to sell or an invitation to purchase investments of any description or a 
recommendation regarding the issue or the provision of investment advice by any 
party. No information set out in this announcement is intended to form the 
basis of any contract of sale, investment decision or any decision to purchase 
shares in the Company. 
 
12 April 2023 
 
                            Castelnau Group Limited 
 
                          Offer and Placing Timetable 
 
On 1 February 2023, Castelnau Group Limited ("Castelnau" or the "Company") 
published a prospectus (the "Prospectus") containing details of a proposed 
Placing to raise proceeds for the Company's funding obligations in respect of 
the recommended cash offer for Dignity Plc ("Dignity") by Yellow (SPC) Bidco 
Limited ("Bidco"), a newly formed company indirectly owned or controlled by a 
consortium comprised of joint offerors SPWOne V Limited, Castelnau and Phoenix 
Asset Management Partners Limited ("PAMP"). The Placing is for up to 
154,000,000 new Ordinary Shares in the Company and is conditional, inter alia, 
upon the completion of the Takeover Offer, which is itself subject to the 
Acceptance Condition and an FCA Change in Control Condition, as defined in the 
offer document (the "Offer Document") published by Bidco on 14 February 2023. 
The Prospectus was supplemented by the publication of a supplementary 
prospectus following the publication of the Company's audited financial report 
and accounts on 4 April 2023. 
 
On 6 April 2023, Bidco announced that the FCA Change in Control Condition has 
now been satisfied and provided an update to the Takeover Offer timetable. 
Pursuant to the updated timetable, the latest date by which the Offer can be 
accepted by Dignity Shareholders is now 4 May 2023 (previously 15 April 2023). 
Accordingly, the Placing timetable has also been adjusted to reflect this 
revised date, such that the latest time and date for receipt of commitments 
under the Placing will be midday 4 May 2023. In the event that the Company 
decides to close the Placing before this date, a further announcement will be 
made giving five business days' notice of the revised latest time and date for 
Placing commitments. 
 
Except where the context requires otherwise, defined terms herein shall have 
the meanings given to them in the Prospectus. A copy of the Prospectus and 
Offer Document are available on the Company's website at www.castelnaugroup.com 
, subject to certain access restrictions. 
 
Expected timetable 
 
Publication of the Prospectus and Placing                   1 February 2023 
open 
 
Latest time and date for receipt of                   midday on 4 May 20231 
commitments under the Placing 
 
Announcement of the results of the Placing         7.00 a.m. on 5 May 20231 
 
Admission and dealings in the Placing Shares       8.00 a.m. on 9 May 20231 
commence 
 
Crediting of CREST stock accounts in respect          as soon as reasonably 
of the Placing Shares                            practicable on the date of 
                                                                  Admission 
 
Where applicable, definitive share               within 10 Business Days of 
certificates despatched in respect of the                         Admission 
Placing Shares 
 
1 or such earlier date as announced by the Company, with five business days' 
notice. 
 
Notes: 
 
  * References to times above are to London times unless otherwise specified. 
  * All times and dates in the expected timetable may be adjusted by the 
    Company. Any material changes to the timetable will be notified via an RIS. 
 
                                   - Ends - 
 
Enquiries 
 
Phoenix Asset Management Limited 
 
[phone] 
 
Gary Channon 
Steve Tatters 
 
 
Liberum Capital Limited (Financial 
adviser and sole bookrunner to 
Castelnau) 
 
[phone] 
 
Darren Vickers 
Owen Matthews 
Will King 
 
 
Morgan Stanley (Financial adviser to 
Bidco) 
[phone] 
 
Laurence Hopkins 
Richard Brown 
Anusha Vijeyaratnam 
 
Citigate Dewe Rogerson 
 
[phone] 
 
Caroline Merrell 
Toby Moore 
 
 
Important Information 
 
Liberum Capital Limited ("Liberum") is authorised and regulated by the 
Financial Conduct Authority. Liberum is acting exclusively for the Company in 
connection with the matters described in this announcement and is not acting 
for or advising any other person, or treating any other person as its client, 
in relation thereto and will not be responsible for providing the regulatory 
protection afforded to its clients or advice to any other person in relation to 
the matters contained herein.  This does not exclude any responsibilities or 
liabilities of Liberum under the Financial Services and Markets Act 2000 ("FSMA 
") or the regulatory regime established thereunder. 
 
This announcement is not an offer to sell or a solicitation of any offer to buy 
any securities in the Company in the United States, Australia, Canada, the 
Republic of South Africa, Japan, or in any other jurisdiction where such offer 
or sale would be unlawful. 
 
This communication is not for publication or distribution, directly or 
indirectly, in or into the United States of America. This communication is not 
an offer of securities for sale into the United States. The securities referred 
to herein have not been and will not be registered under the U.S. Securities 
Act of 1933, as amended, and may not be offered or sold in the United States, 
except pursuant to an applicable exemption from registration. No public 
offering of securities is being made in the United States. 
 
The Company has not been and will not be registered under the US Investment 
Company Act of 1940 (the "Investment Company Act") and, as such, holders of the 
Company's securities will not be entitled to the benefits of the Investment 
Company Act.  No offer, sale, resale, pledge, delivery, distribution or 
transfer of the Company's securities may be made except under circumstances 
that will not result in the Company being required to register as an investment 
company under the Investment Company Act. 
 
Moreover, the Company's securities will not be registered under the applicable 
securities laws of Australia, Canada, the Republic of South Africa, Japan or 
any member state of the EEA. Subject to certain exceptions, the Company's 
securities may not be offered or sold in Australia, Canada, the Republic of 
South Africa, Japan or any member state of the EEA or to, or for the account or 
benefit of, any national, resident or citizen of, Australia, Canada, the 
Republic of South Africa, Japan or any member state of the EEA. The Placing and 
the distribution of this announcement, in certain jurisdictions may be 
restricted by law and accordingly persons into whose possession this 
announcement is received are required to inform themselves about and to observe 
such restrictions. 
 
Neither the content of the Company's website, nor the content on any website 
accessible from hyperlinks on its website for any other website, is 
incorporated into, or forms part of, this announcement nor, unless previously 
published by means of an RIS announcement, should any such content be relied 
upon in reaching a decision as to whether or not to acquire, continue to hold, 
or dispose of, securities in the Company. 
 
The information in this announcement is for background purposes only and does 
not purport to be full or complete. No reliance may be placed for any purpose 
on the information contained in this announcement or its accuracy or 
completeness. The material contained in this announcement is given as at the 
date of its publication (unless otherwise marked) and is subject to updating, 
revision and amendment. In particular, any proposals referred to herein are 
subject to revision and amendment. 
 
The value of shares and the income from them is not guaranteed and can fall as 
well as rise due to stock market and currency movements. When you sell your 
investment you may get back less than you originally invested. Figures refer to 
past performance and past performance should not be considered a reliable 
indicator of future results. 
 
This announcement may include statements that are, or may be deemed to be, 
"forward-looking statements". These forward-looking statements can be 
identified by the use of forward-looking terminology, including the terms 
"believes", "estimates", "anticipates", "expects", "intends", "may", "might", 
"will" or "should" or, in each case, their negative or other variations or 
similar expressions. All statements other than statements of historical facts 
included in this announcement, including, without limitation, those regarding 
the Company's financial position, strategy, plans, proposed acquisitions and 
objectives, are forward-looking statements. These forward-looking statements 
speak only as at the date of this announcement and cannot be relied upon as a 
guide to future performance. 
 
Forward-looking statements are subject to risks and uncertainties and, 
accordingly, the Company's actual future financial results and operational 
performance may differ materially from the results and performance expressed 
in, or implied by, the statements. These factors include but are not limited to 
those described in the Prospectus. These forward-looking statements speak only 

as at the date of this announcement and cannot be relied upon as a guide to 
future performance. Subject to their respective legal and regulatory 
obligations (including under the Prospectus Regulation Rules), the Company, 
PAMP and/or Liberum expressly disclaim any obligations or undertaking to update 
or revise any forward-looking statements contained herein to reflect any change 
in expectations with regard thereto or any change in events, conditions or 
circumstances on which any such statement is based unless required to do so by 
law or any appropriate regulatory authority, including FSMA, the Prospectus 
Regulation Rules, the Disclosure Guidance and Transparency Rules, the 
Prospectus Regulation and UK MAR. 
 
None of the Company, PAMP and/or Liberum, or any of their respective 
affiliates, accepts any responsibility or liability whatsoever for, or makes 
any representation or warranty, express or implied, as to this announcement, 
including the truth, accuracy or completeness of the information in this 
announcement (or whether any information has been omitted from the 
announcement) or any other information relating to the Company or associated 
companies, whether written, oral or in a visual or electronic form, and 
howsoever transmitted or made available or for any loss howsoever arising from 
any use of the announcement or its contents or otherwise arising in connection 
therewith. The Company, PAMP and Liberum, and their respective affiliates, 
accordingly disclaim all and any liability whether arising in tort, contract or 
otherwise which they might otherwise have in respect of this announcement or 
its contents or otherwise arising in connection therewith. 
 
INFORMATION TO DISTRIBUTORS 
 
Solely for the purposes of the product governance requirements contained within 
PROD 3 of the FCA's Product Intervention and Product Governance Sourcebook (the 
"Product Governance Requirements"), and disclaiming all and any liability, 
whether arising in tort, contract or otherwise, which any "manufacturer" (for 
the purposes of the Product Governance Requirements) may otherwise have with 
respect thereto, the Shares have been subject to a product approval process, 
which has determined that the Shares to be issued pursuant to the Placing and 
Subsequent Placings are: (i) compatible with an end target market of retail 
investors and investors who meet the criteria of professional clients and 
eligible counterparties, each as defined in COBS 3.5 and 3.6 of the FCA's 
Conduct of Business Sourcebook, respectively; and (ii) eligible for 
distribution through all distribution channels as are permitted by the Product 
Governance Requirements (the "Target Market Assessment"). 
 
Notwithstanding the Target Market Assessment, distributors should note that: 
(a) the price of the Shares may decline and investors could lose all or part of 
their investment; the Shares offer no guaranteed income and no capital 
protection; (b) an investment in the Shares is compatible only with investors 
who do not need a guaranteed income or capital protection, who (either alone or 
in conjunction with an appropriate financial or other adviser) are capable of 
evaluating the merits and risks of such an investment and who have sufficient 
resources to be able to bear any losses that may result therefrom, and (c) the 
Shares will be admitted to the Specialist Fund Segment, which is intended for 
institutional, professional, professionally advised and knowledgeable investors 
who understand, or who have been advised of, the potential risk from investing 
in companies admitted to the Specialist Fund Segment. The Target Market 
Assessment is without prejudice to the requirements of any contractual, legal 
or regulatory selling restrictions in relation to the Initial Issue and/or 
Subsequent Placings. Furthermore, it is noted that, notwithstanding the Target 
Market Assessment, Liberum will only procure investors who meet the criteria of 
professional clients and eligible counterparties. 
 
For the avoidance of doubt, the Target Market Assessment does not constitute: 
(a) an assessment of suitability or appropriateness for the purposes of the 
FCA's Conduct of Business Sourcebook; or (b) a recommendation to any investor 
or group of investors to invest in, or purchase, or take any other action 
whatsoever with respect to the Shares. 
 
Each distributor is responsible for undertaking its own Target Market 
Assessment in respect of the Shares and determining appropriate distribution 
channels. 
 
PRIIPS REGULATION 
 
In accordance with the PRIIPs Regulation, a Key Information Document prepared 
by PAMP in relation to the Ordinary Shares is available on the Company's 
website: www.castelnaugroup.com. If any C Shares are offered pursuant to the 
Placing Programme, a Key Information Document in respect of such C Shares will 
be prepared by PAMP and will be available to investors at 
www.castelnaugroup.com. It is the responsibility of each distributor of 
Ordinary Shares or C Shares to ensure that its "retail clients" are provided 
with a copy of the relevant Key Information Document. 
 
PAMP is the only manufacturer of the Shares for the purposes of the PRIIPs 
Regulation and Liberum is not a manufacturer for these purposes. Liberum makes 
no representations, express or implied, or accepts any responsibility 
whatsoever for the contents of the Key Information Documents prepared by PAMP 
nor accepts any responsibility to update the contents of any Key Information 
Documents in accordance with the PRIIPs Regulation, to undertake any review 
processes in relation thereto or to provide such Key Information Documents to 
future distributors of Shares. Liberum and its affiliates accordingly disclaim 
all and any liability whether arising in tort or contract or otherwise which it 
or they might have in respect of any Key Information Documents prepared by 
PAMP. 
 
Dealing disclosure requirements under the Takeover Code 
 
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 p.m. on the 10th business day following the 
commencement of the offer period and, if appropriate, by no later than 3.30 
p.m. 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% 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 p.m. 
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 
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. 
 
Right to request hard copies 
 
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a 
copy of this announcement in hard copy form by contacting Link Group, at 
Corporate Actions, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 
4DL, or by telephoning [phone]. Calls from outside the UK will be 
charged at the applicable international rate. 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. 
 
PUBLICATION OF THIS ANNOUNCEMENT 
 
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement 

will be available, subject to certain restrictions relating to persons resident 
in restricted jurisdictions, on Castelnau's website at https:// 
www.castelnaugroup.com/investor-relations/Offer-for-Dignity-Plc no 12:00 noon 
on the Business Day following this announcement. 
 
The content of the website referred to in this announcement is not incorporated 
into and does not form part of this announcement. 
 
 
 
END 
 
 

(END) Dow Jones Newswires

April 12, 2023 06:01 ET (10:01 GMT)