Charles Taylor Scheme of Arrangement Becomes Effective

 
TIDMCTR 
 
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 SUCH JURISDICTION 
 
FOR IMMEDIATE RELEASE 
 
                                                                21 January 2020 
 
                         RECOMMED CASH ACQUISITION 
 
                                      of 
 
                     CHARLES TAYLOR PLC ("CHARLES TAYLOR") 
 
                                      by 
 
                       JEWEL BIDCO LIMITED ("LMP BIDCO") 
 
a company formed on behalf of funds advised by Lovell Minnick Partners LLC and 
   its affiliates ("Lovell Minnick") to be effected by means of a Scheme of 
              Arrangement under Part 26 of the Companies Act 2006 
 
                    SCHEME OF ARRANGEMENT BECOMES EFFECTIVE 
 
On 19 September 2019, the boards of Charles Taylor and LMP Bidco announced that 
they had reached agreement on terms of a recommended all cash acquisition of 
the entire issued and to be issued share capital of Charles Taylor by LMP Bidco 
(the "Acquisition") at a price of 315 pence in cash for each Charles Taylor 
Share, to be implemented by way of a Court-sanctioned scheme of arrangement 
under Part 26 of the Companies Act (the "Scheme"). The scheme document in 
relation to the Acquisition was posted to Charles Taylor Shareholders on 16 
October 2019 (the "Scheme Document"). 
 
On 8 November 2019, the boards of Charles Taylor and LMP Bidco announced that 
they had agreed an increased offer price of 345 pence in cash for each Charles 
Taylor Share (the "Increased Offer"). A supplementary scheme document in 
relation to the Increased Offer (the "Supplementary Scheme Document") was 
posted to Charles Taylor Shareholders on 13 November 2019. 
 
On 16 January 2020, Charles Taylor and LMP Bidco announced that the High Court 
of Justice in England and Wales had sanctioned the Scheme at the Court Sanction 
Hearing. 
 
Charles Taylor and LMP Bidco are pleased to announce that, following the 
delivery of the Court Order to the Registrar of Companies today, the Scheme has 
now become effective in accordance with its terms and the entire issued and to 
be issued share capital of Charles Taylor is now owned by LMP Bidco. 
 
A Scheme Shareholder on the register of members of Charles Taylor at the Scheme 
Record Time, being 6.00 p.m. (London time) on 17 January 2020, will be entitled 
to receive 345 pence in cash for each Scheme Share held. Settlement of the 
consideration to which any Scheme Shareholder is entitled will be effected by 
way of dispatch of cheques or the crediting of CREST accounts (for Scheme 
Shareholders holding Scheme Shares in certificated form and in uncertificated 
form respectively) as soon as practicable and in any event not later than 14 
days after today, as set out in the Scheme Document. 
 
Applications have been made to the FCA and the London Stock Exchange in 
relation to the de-listing of Charles Taylor Shares from the premium listing 
segment of the Official List and the cancellation of the admission to trading 
of Charles Taylor Shares on the London Stock Exchange's main market for listed 
securities, which is expected to take place by 8.00 a.m. (London time) on 22 
January 2020. 
 
The listing of Charles Taylor Shares on the premium listing segment of the 
Official List and the trading of Charles Taylor Shares on the London Stock 
Exchange's main market for listed securities were each suspended with effect 
from 7.30 a.m. on 20 January 2020. 
 
As the Scheme has now become effective, Charles Taylor announces that each of 
Edward Creasy, Gill Rider, Paul Hewitt, Barnabas Hurst-Bannister and Tamer 
Ozmen have tendered their resignations and will step down from Charles Taylor's 
Board today. 
 
Full details of the Acquisition are set out in the Scheme Document and 
Supplementary Scheme Document. Capitalised terms in this announcement (the " 
Announcement"), unless otherwise defined, have the same meanings as set out in 
the Scheme Document. 
 
In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement 
will be available on the website of Charles Taylor at http://www.ctplc.com/ 
investors/ and on Lovell Minnick's website at www.lmpartners.com/ 
charles-taylor-documents by no later than 12.00 p.m. (London time) on the 
Business Day following this Announcement. 
 
Enquiries: 
 
Charles Taylor plc                                          [phone] 
                                                                       8888 
 
David Marock, Group CEO 
 
Richard Yerbury, Group Corporate Development and 
Operations Director 
 
Rothschild & Co                                             [phone] 
                                                                       5000 
 
(Financial adviser to Charles Taylor) 
 
Christopher Kaladeen 
 
Anika Sood 
 
Peter Brierley 
 
Alice Squires 
 
Liberum                                                     [phone] 
                                                                       2222 
 
(Corporate broker to Charles Taylor) 
 
Richard Crawley 
 
 
 
 
Lovell Minnick and LMP Bidco                                [phone] 
 
Jason Barg 
 
Spencer Hoffman 
 
RBC Capital Markets                                         [phone] 
                                                                       4000 
 
(Financial adviser to Lovell Minnick and LMP Bidco) 
 
Martin Frowde 
 
Philip Creed 
 
Media Enquires: 
 
Newgate Communications                                      [phone] 
                                                                       6880 
 
(Financial PR adviser to Charles Taylor) 
 
Elisabeth Cowell 
 
Ian Silvera 
 
Camarco                                                     [phone] 
                                                                       4989 
 
(Financial PR adviser to Lovell Minnick and LMP Bidco) 
 
Hazel Stevenson 
 
Jane Glover 
 
Debevoise & Plimpton LLP is providing legal advice to Lovell Minnick and LMP 
Bidco. Davis Polk & Wardwell London LLP is providing legal advice to Charles 
Taylor. 
 
Important notices 
 
Rothschild & Co, which is authorised and regulated by the FCA in the United 
Kingdom, is acting exclusively for Charles Taylor and for no one else in 
connection with the Acquisition and will not be responsible to anyone other 
than Charles Taylor for providing the protections afforded to its clients, nor 
for providing advice in relation to the Acquisition or any other matters 
referred to in this Announcement. 
 
Liberum, which is authorised and regulated by the FCA in the United Kingdom, is 
acting exclusively for Charles Taylor and for no one else in connection with 
the Acquisition and will not be responsible to anyone other than Charles Taylor 
for providing the protections afforded to its clients, nor for providing advice 
in relation to the Acquisition or any other matters referred to in this 
Announcement. 
 
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 Lovell 
Minnick and LMP Bidco and for no one else in connection with the Acquisition 
and will not be responsible to anyone other than Lovell Minnick and LMP Bidco 
for providing the protections afforded to its clients nor for providing advice 
in relation to the Acquisition or any other matters referred to in this 
Announcement. 
 
Further information 
 
This Announcement is for information purposes only and is not intended to and 
does not constitute, or form part of, an offer to sell or an invitation to 
purchase any securities or the solicitation of an offer to buy, otherwise 
acquire, subscribe for, sell or otherwise dispose of any securities, pursuant 
to the Acquisition or otherwise, nor shall there be any purchase, sale, 
issuance or exchange of securities or such solicitation in any jurisdiction in 
which such offer, solicitation, sale, issuance or exchange would be unlawful 
prior to the registration or qualification under the laws of such jurisdiction. 
The Acquisition will be made solely by means of the Scheme Document and the 
Supplementary Scheme Document. 
 
This Announcement has been prepared for the purpose of complying with English 
law 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. 
 
Charles Taylor and LMP Bidco urge Charles Taylor Shareholders to read the 
Scheme Document and the Supplementary Scheme Document because they contain 
important information relating to the Acquisition. 
 
Each Charles Taylor Shareholder is advised to consult its independent 
professional adviser regarding the tax consequences to it (or to its beneficial 
owners) of the Acquisition. 
 
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. Further details 
in relation to the Overseas Shareholders are contained in the Scheme Document 
and the Supplementary Scheme Document. 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. 
 
The Acquisition relates to shares of a UK company effected by means of a scheme 
of arrangement under the laws of England and Wales. Neither the US proxy 
solicitation rules nor the tender offer rules under the US Exchange Act apply 

to the Acquisition. Accordingly, the Acquisition is subject to the disclosure 
requirements, rules and practices applicable in the United Kingdom to schemes 
of arrangement, which differ from the requirements of US proxy solicitation or 
tender offer rules. 
 
None of the securities referred to in this Announcement have been approved or 
disapproved by the US Securities and Exchange Commission, any state securities 
commission in the United States or any other US regulatory authority, nor have 
such authorities passed upon or determined the adequacy or accuracy of the 
information contained in this Announcement. Any representation to the contrary 
is a criminal offence in the United States. 
 
Charles Taylor's financial statements, and all financial information that is 
included in this Announcement, or that is included in the Scheme Document or 
the Supplementary Scheme Document, have been prepared in accordance with 
international financial reporting standards, which differ in certain respects 
from US generally acceptable accounting principles, and may not be comparable 
to financial statements of companies in the United States or other companies 
whose financial statements are prepared in accordance with US generally 
accepted accounting principles. 
 
Unless otherwise determined by LMP Bidco 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. 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 observe these restrictions and 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 availability of the Acquisition to Charles Taylor 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. 
 
The Acquisition is subject to the applicable requirements of the Code, the 
Panel, the London Stock Exchange and the FCA. 
 
Forward looking statements 
 
This Announcement, the Scheme Document and the Supplementary Scheme Document, 
contain statements about Lovell Minnick, LMP Bidco and the Charles Taylor Group 
that are or may be forward looking statements. These statements are based on 
the current expectations of the management of Lovell Minnick, LMP Bidco and 
Charles Taylor (as the case may be) and are naturally subject to uncertainty 
and changes in circumstances. All statements, including the expected timing and 
scope of the Acquisition, other than statements of historical facts included in 
this Announcement, the Scheme Document and the Supplementary Scheme Document 
may be forward looking statements. Without limitation, any statements preceded 
or followed by or that include the words "targets", "plans", "believes", 
"expects", "aims", "intends", "will", "may", "might", "should", "would", 
"could", "anticipates", "estimates", "projects", "strategy" or words or terms 
of similar substance or the negative thereof are forward looking statements. 
Forward looking statements may include statements relating to the following: 
(i) future capital expenditures, expenses, revenues, earnings, synergies, 
economic performance, indebtedness, financial condition, dividend policy, 
losses and future prospects; (ii) business and management strategies and the 
expansion and growth of LMP Bidco's or the Charles Taylor Group's operations 
and potential synergies resulting from the Acquisition; and (iii) the effects 
of government regulation on LMP Bidco's or the Charles Taylor Group's business. 
 
Such forward looking statements are not guarantees of future performance. By 
their nature, because they relate to events and depend on circumstances that 
will occur in the future, such forward looking statements involve risks and 
uncertainties that could significantly affect expected results and are based on 
certain key assumptions. Many factors could cause actual results and 
developments to differ materially from those projected or implied in any 
forward looking statements. These factors include, but are not limited to, 
changes in political and economic conditions, changes in the level of capital 
investment, retention of key employees, changes in customer habits, success of 
business and operating initiatives and restructuring objectives, impact of any 
acquisitions or similar transactions, changes in customers' strategies and 
stability, competitive product and pricing measures, changes in the regulatory 
environment, fluctuations or interest and exchange rates, the outcome of any 
litigation. Other unknown or unpredictable factors could cause actual results 
to differ materially from those in the forward-looking statements. Due to such 
uncertainties and risks, readers are cautioned not to place undue reliance on 
such forward looking statements, (which speak only as of the date hereof) and 
none of Lovell Minnick, LMP Bidco nor any member of the Charles Taylor Group 
(nor any of their respective associates, directors, officers, employees or 
advisers) provides any representation, assurance or guarantee that the 
occurrence of the events expressed or implied by the forward looking statements 
will actually occur. Further, each of Lovell Minnick, LMP Bidco and each member 
of the Charles Taylor Group disclaims any obligation to update publicly or 
revise any forward looking or other statements contained herein or in the 
Scheme Document or Supplementary Scheme Document, whether as a result of new 
information, future events or otherwise, except as required by applicable law. 
 
All subsequent oral or written forward looking statements attributable to any 
member of the Charles Taylor Group or Lovell Minnick or LMP Bidco, or any of 
their respective associates, directors, officers, employees or advisers, are 
expressly qualified in their entirety by the cautionary statement above. 
 
No profit forecasts or profit estimates 
 
No statement in this Announcement is intended as a profit forecast or profit 
estimate for any period and no statement in this Announcement should be 
interpreted to mean that earnings or earnings per share for Charles Taylor for 
the current or future financial years would necessarily match or exceed the 
historical published earnings or earnings per share for Charles Taylor. 
 
Publication on website and hard copies 
 
This Announcement will be available free of charge, subject to certain 
restrictions relating to persons resident in Restricted Jurisdictions, on 
Charles Taylor's website at http://www.ctplc.com/investors/ and on LMP Bidco's 
website at www.lmpartners.com/charles-taylor-documents by no later than 12.00 
p.m. on the Business Day following this Announcement. 
 
Neither the content of any website referred to in this Announcement nor the 
content of any website accessible from hyperlinks is incorporated into, or 
forms part of, this Announcement. 
 
Charles Taylor Shareholders may request a hard copy of this Announcement by 
contacting Computershare Investor Services PLC ("Computershare") on +44 (0) 370 
889 4020. Calls outside the United Kingdom will be charged at the applicable 
international rate. The helpline is open between 8.30 a.m. and 5.30 p.m., 
Monday to Friday, excluding public holidays in England and Wales. Please note 
that Computershare cannot provide any financial, legal or tax advice and calls 
may be recorded and monitored for security and training purposes. Charles 
Taylor Shareholders may also request that all future documents, announcements 
and information to be sent to them in relation to the Acquisition should be in 
hard copy form. If a Charles Taylor Shareholder has received this Announcement 
in electronic form, hard copies of this Announcement and any document or 
information incorporated by reference into this Announcement will not be 
provided unless such a request is made. 
 
 
 
END 
 

(END) Dow Jones Newswires

January 21, 2020 10:17 ET (15:17 GMT)