Communisis PLC Scheme of Arrangement becomes Effective (9846J)

TIDMCMS

RNS Number : 9846J

Communisis PLC

10 December 2018

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 OF SUCH JURISDICTION

For immediate release

10 December 2018

Recommended Cash Acquisition

of

Communisis PLC

by

OSG Bidco Limited

a wholly-owned indirect subsidiary of

OSG Group Holdings, Inc. ("OSG")

Scheme of Arrangement becomes Effective

On 23 October 2018, the boards of Communisis PLC ("Communisis") and OSG Bidco Limited ("Bidco"), a wholly-owned indirect subsidiary of OSG, announced that they had reached agreement on the terms of a recommended cash acquisition by which the entire issued and to be issued ordinary share capital of Communisis PLC will be acquired by OSG Bidco Limited (the "Acquisition"). The Acquisition is to be effected by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

On 4 December 2018, Communisis and Bidco announced that the Court had sanctioned the Scheme.

Communisis and Bidco are pleased to announce that the Scheme has now become effective.

Under the terms of the Scheme, the holders of Scheme Shares are entitled to receive 71 pence for each Scheme Share held at the Scheme Record Time. The latest date for the despatch of cheques to Scheme Shareholders and settlement through CREST is as soon as practicable after the Effective Date, and in any event within 14 days of the Effective Date.

Dealings in Communisis Shares were suspended with effect from 6.00 p.m. (London time) on 6 December 2018. Applications have been made to the UK Listing Authority and the London Stock Exchange in relation to the delisting of Communisis Shares from the Official List of the UK Listing Authority and the cancellation of the admission to trading of Communisis Shares on the Main Market for listed securities of the London Stock Exchange, which are expected to take effect from 8.00am on 11 December 2018.

Capitalised terms used but not defined in this announcement have the meanings given to them in the scheme document published on 31 October 2018 containing the full terms and conditions of the acquisition by Bidco of the entire issued and to be issued share capital of CMS (the "Scheme Document").

 
 Enquiries: 
 
 Bidco / OSG (via Brunswick Group) 
 Scott Bernstein, Chairman and Chief Executive 
  Officer 
 Kent Herring, Chief Financial Officer 
 
 Raymond James (Financial Adviser to Bidco 
  and OSG) 
 Dominic Emery                                       [phone] 
 Brendan Ryan                                        [phone] 
  Media Enquiries: Brunswick Group 
   (Financial PR Adviser to Bidco/OSG) 
 Alex Yankus                                         [phone] 
 
 Communisis (via FTI Consulting) 
 Andrew Blundell, CEO 
 Steve Rawlins, CFO 
 
 Moelis & Company (Financial Adviser to 
  Communisis)                                        [phone] 
 Geoffrey Austin 
 Anthony Doeh 
 
 Liberum Capital (Corporate Broker to Communisis)    [phone] 
 Neil Patel 
 Cameron Duncan 
 
 Media Enquiries: FTI Consulting (Financial 
  PR                                                 [phone] 
 Adviser to Communisis) 
 Alex Le May 
 Matt Dixon 
 
 

Raymond James, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Bidco and OSG and no one else in connection with the Acquisition and shall not be responsible to anyone other than Bidco and OSG for providing the protections afforded to clients of Raymond James nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.

Moelis & Company, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Communisis and for no one else in connection with the Acquisition and shall not be responsible to anyone other than Communisis for providing the protections afforded to clients of Moelis & Company nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.

Liberum which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker to Communisis and no-one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Communisis for providing the protections afforded to its clients or for providing broking advice in connection with the subject matter of this Announcement

Eversheds Sutherland (International) LLP are retained as legal adviser to Communisis.

Willkie Farr & Gallagher (UK) LLP are retained as legal adviser to OSG and Bidco.

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

Important Notes

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document or any document by which the Acquisition is made which shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall 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 Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of 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 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 Communisis Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote their Communisis 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 resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements 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 shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UKLA. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Forward-Looking Statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by OSG, Bidco or Communisis contain statements about OSG, Bidco and Communisis that are or may be deemed to be forward-looking statements. All statements other than statements of historical facts included in this Announcement 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", "shall", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements 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 OSG's, Bidco's or Communisis' operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on OSG's, Bidco's or Communisis' business.

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 to differ materially from those projected or implied in any forward-looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. 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. Bidco disclaims any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

Availability of Hard Copy Documents

Pursuant to Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement by contacting Sarah Caddy, the Company Secretary of Communisis, on [phone]. Such persons may also request that all future documents, announcements and information to be sent to that person in relation to the Acquisition should be in hard copy form.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Communisis Shareholders, persons with information rights and other relevant persons for the receipt of communications from Communisis may be provided to Bidco during the offer period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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, 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. (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 Panel's website at http://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Additional information for US investors

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the law of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US tender offer rules. The financial information included in this document has been prepared in accordance with International Financial Reporting Standards 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 Bidco were to elect to implement the Acquisition by means of a takeover offer, such takeover offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Bidco and no one else.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Communisis Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Communisis Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Communisis are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of

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.

In accordance with normal UK practice and consistent with Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Communisis outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

No Profit Forecasts or Estimates or Quantified Financial Benefits Statement

No statement in this Announcement is intended as a profit forecast or estimate or a quantified financial benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Communisis for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Communisis.

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 [e-mail] or visit www.rns.com.

END

SOAFFSFFSFASEIE

(END) Dow Jones Newswires

December 10, 2018 07:01 ET (12:01 GMT)