Pires Investments PLC Publication and posting of the Scheme Document (5218Q)

TIDMPIRI TIDMTERN

RNS Number : 5218Q

Pires Investments PLC

28 June 2022

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

28 June 2022

Recommended All Share Offer

for

Pires Investments plc ( " Pires " )

by

Tern plc ( " Tern " )

to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006

Publication and posting of the Scheme Document and proposed Delisting from AIM

On 1 June 2022 , it was announced that the Tern Directors and Pires Directors had reached agreement on the terms of a recommended all-share offer by Tern for the issued and to be issued share capital of Pires, to be effected by means of a court-sanctioned scheme of arrangement (the "Scheme") between Pires and Pires Shareholders under Part 26 of the Companies Act.

Publication and posting of the Scheme Document

The Tern Directors and Pires Directors are pleased to announce that the scheme document in relation to the Scheme (the "Scheme Document"), together with the associated Forms of Proxy, will be published and posted to Pires Shareholders (other than to Pires Shareholders in certain Restricted Jurisdictions) today. For information purposes only, the Scheme Document will also be sent, or made available, to holders of Pires Warrants and persons with information rights. The Scheme Document contains, inter alia, the full terms and conditions of the Scheme, a letter from John May, a Non-Executive Director of Pires, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by Pires Shareholders entitled to vote at the Court Meeting and/or the General Meeting. As described in the Scheme Document, to become Effective, the Scheme will also require, amongst other things, the approval of Pires Shareholders at the Court Meeting and the passing of the Special Resolution at the General Meeting.

The Pires Directors, who have been so advised by Cairn as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Pires Directors, Cairn has taken into account the commercial assessments of the Pires Directors. Cairn is providing independent financial advice to the Pires Directors for the purposes of Rule 3 of the Code.

Notice of Shareholders Meetings

The Court Meeting and the General Meeting are scheduled to be held as virtual meetings on 21 July 2022 with the Court Meeting scheduled to commence at 11.00 a.m. (London time) and the General Meeting scheduled to commence at 11.10 a.m. (London time) (or as soon thereafter as the Court Meeting is concluded or adjourned). Notices of the Court Meeting and the General Meeting are set out in Part Ten and Part Eleven of the Scheme Document respectively.

To make the Court Meeting and the General Meeting as efficient as possible, Pires will hold the Court Meeting and the General Meeting as virtual meetings in accordance with the powers in its Articles of Association. Pires Shareholders will be able to participate and vote in the Meetings electronically through a virtual meeting platform, further details of which are set out in the Scheme Document in the section entitled "Action to be Taken" and in paragraph 7 of Part Two (Explanatory Statement).

Subject to the requisite approval of Pires Shareholders at the Court Meeting and the General Meeting and the sanction of the Scheme by the Court, respectively, and the satisfaction or waiver (if capable of waiver) of the other Conditions set out in the Scheme Document, the Scheme is expected to become Effective on or around 29 July 2022.

Pires Shareholders are asked to complete and sign the Forms of Proxy in accordance with the instructions printed on them and return them, either: (i) by post; or (ii) during normal business hours only, by hand, to the Registrar, at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom so as to be received as soon as possible and in any event not later than the relevant times set out below:

   BLUE Forms of Proxy for the Court Meeting                   11.00 a.m. on 19 July 2022 
   YELLOW Forms of Proxy for the General Meeting          11.10 a.m. on 19 July 2022 

or, if the Court Meeting or General Meeting is adjourned, the relevant Form of Proxy should be received not later than 48 hours before the time fixed for the adjourned Meeting.

If the BLUE Form of Proxy for the Court Meeting is not returned by the above time, it may be sent by email to [e-mail] before the start of the Court Meeting. However, if the YELLOW Form of Proxy for the General Meeting is not returned so as to be received by the above time, it will be invalid.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. Pires Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy via post or email, or appoint a proxy electronically through CREST as soon as possible.

Cancellation of admission of Pires Shares to trading on AIM

If the Scheme becomes Effective in accordance with its terms, it is currently expected that trading on AIM of Pires Shares will be suspended at 7.30 a.m. (London time) on 29 July 2022 and subsequently cancelled from admission to trading on AIM at 7.00 a.m. (London time) on 1 August 2022.

Expected Timetable of Principal Events

A detailed timetable of events for the Scheme is set out in the appendix to this announcement. These dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme. If the expected dates change, the Company will give notice of the changes in an announcement through a Regulatory Information Service.

Publication of the Scheme Document

Copies of the Scheme Document are available for inspection during normal business hours on any business day at the offices of Pires at 9(th) Floor, 107 Cheapside, London EC2V 6DN, United Kingdom, up to and including the Effective Date.

Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.

Enquiries:

 
 Pires Investments plc                                          [phone] 
  Nicholas Lee, Non-Executive Director                                     8961 
 Cairn Financial Advisers LLP 
  Financial Adviser, Rule 3 Adviser and Nominated 
  Adviser to Pires                                              [phone] 
  James Lewis / Liam Murray / Ludovico Lazzaretti                          0880 
 Peterhouse Capital Limited 
  Joint Broker to Pires                                         [phone] 
  Duncan Vasey / Lucy Williams                                             0935 
 Tennyson Securities 
  Joint Broker to Pires                                         [phone] 
  Peter Krens                                                              7221 
 Yellow Jersey PR 
  PR advisers to Pires 
  Sarah Hollins / Henry Wilkinson / Annabelle 
  Wills                                                    [phone] 
 Tern plc                                                      via IFC Advisory 
  Al Sisto, Chief Executive Officer 
  Sarah Payne, Chief Financial Officer 
 Allenby Capital Limited 
  Financial Adviser, Nominated Adviser and 
  Broker to Tern 
  David Worlidge / Alex Brearley / Freddie 
  Wooding (Corporate Finance)                                   [phone] 
  Matt Butlin (Sales and Corporate Broking)                                5656 
 IFC Advisory                                                   [phone] 
  PR advisers to Tern                                                      6630 
  Tim Metcalfe / Graham Herring / Florence            [e-mail] 
  Chandler 
 

Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser to Pires.

Reed Smith LLP is acting as legal adviser to Tern.

Important notices

Neither this announcement nor any of the documents referred to herein do or are intended to 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 pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful, nor shall there be any sale of any securities in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The release, publication or distribution of this announcement and/or any of the documents referred to herein (in whole or in part) in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Cairn, which is authorised and regulated by the FCA in the UK, is acting as financial adviser and Rule 3 adviser exclusively for Pires and no one else in connection with the Acquisition and the matters set out in this announcement and will not be responsible to any person other than Pires for providing the protections afforded to clients of Cairn, nor for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to herein. Cairn's responsibilities as Pires' Nominated Adviser under the AIM Rules for Companies and AIM Rules for Nominated Advisers are owed solely to London Stock Exchange and no other person. Cairn has not authorised and is not making any representation or warranty, express or implied, as to the contents of this announcement.

Allenby Capital, which is authorised and regulated by the FCA in the UK, is acting as financial adviser, nominated adviser and joint broker exclusively for Tern and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than Tern for providing the protections afforded to clients of Allenby Capital or for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to herein. Allenby Capital's responsibilities as Tern's Nominated Adviser under the AIM Rules for Companies and AIM Rules for Nominated Advisers are owed solely to London Stock Exchange and no other person. Allenby Capital has not authorised and is not making any representation or warranty, express or implied, as to the contents of this announcement.

Cairn and Allenby Capital urge Pires Shareholders to read the Scheme Document carefully when it becomes available because it will contain important information in relation to the Acquisition, the New Tern Shares and the Enlarged Group, and to take appropriate advice. Any action in relation to the Acquisition or related matters should be made only on the basis of the information contained in the Scheme Document.

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

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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. (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 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, 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 Takeover 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.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Offer, and other information published by Pires and Tern contain certain forward-looking statements, beliefs or opinions with respect to the financial condition, results of operations and business of the Wider Pires Group and the Tern Group. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts.

Forward-looking statements may often, but not always, be identified by the use of forward-looking terms such as "may", "will", "expects", "believes", "hopes", "anticipates", "aims", "plans", "estimates", "projects", "targets", "intends", "forecasts", "outlook", "impact", "potential", "confidence", "improve", "continue", "optimistic", "deliver", "comfortable", "trend", "seeks" or variations of such words and phrases or statements that certain actions, events or results "could", "should", "would" or "might" be taken, occur or be achieved or the negative of such terms or other variations on such terms or comparable terminology.

Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. These statements are based on assumptions and assessments made by Pires and/or Tern, as the case may be, in light of their experience and their perception of historical trends, current conditions, future developments and other factors that they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors that could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements are unknown.

Although it is believed that the expectations reflected in such forward-looking statements were reasonable at the time the statements were made, no assurance is given by Pires and/or Tern that such expectations or the assumptions and assessments underlying them will prove to have been correct and the circumstances may change. You are, therefore, cautioned not to place undue reliance on these forward-looking statements. Neither Pires nor Tern assumes any obligation, and Pires and Tern disclaim any intention or obligation, to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulation.

Save as specifically stated in this announcement, any such forward-looking statements have not been reviewed by the auditors of Pires or Tern or their respective financial advisers. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. There are many factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements is the satisfaction of any conditions to the Offer, as well as additional factors such as changes in global, political, economic, business, competitive, market and regulatory forces (including as a result of governmental, business or individual responses to the COVID-19 pandemic and any variant thereof), future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Such forward looking statements should, therefore, be construed in the light of such factors. Neither Pires nor Tern, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

No Profit Forecasts or Estimates

No statement in this announcement (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share or dividend per share for Tern, Pires or the Enlarged Group, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Tern, Pires or the Enlarged Group, as appropriate.

Publication on websites

Pursuant to Rule 26.1 of the Code, a copy of this announcement and other documents in connection with the Acquisition will, subject to certain restrictions, be available for inspection on Tern's website at www.ternplc.com and on Pires' website at www.piresinvestments.com no later than 12 noon (London time) on the business day following this announcement. The contents of the websites referred to in this announcement are not incorporated into, and do not form part of, this announcement.

Rounding

Certain figures included in the Document 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.

Electronic communications

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

Overseas jurisdictions

The release, publica ti on or distribu ti on of this announcement in or into jurisdic ti ons other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restric ti ons may cons ti tute a viola ti on of the securi ti es laws of such jurisdic ti on. To the fullest extent permi tt ed by applicable law, the companies and persons involved in the Acquisi ti on disclaim any responsibility or liability for the viola ti on of such restric ti ons by any person. Neither this announcement nor any of the documents referred to herein do or are intended to cons ti tute or form part of any offer or invita ti on to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securi ti es or the solicita ti on of any vote or approval pursuant to the Scheme or otherwise, in any jurisdic ti on in which such offer, invita ti on or solicita ti on is unlawful. The Scheme Document and the accompanying Forms of Proxy have been prepared for the purposes of complying with English law, the rules of the London Stock Exchange, the AIM Rules and the Code, and the informa ti on 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 jurisdic ti ons outside of England and Wales.

Unless otherwise determined by Tern or required by the Code, and permi tt ed by applicable law and regula ti on, the Acquisi ti on will not be made available, directly or indirectly, in, into or from a Restricted Jurisdic ti on where to do so would violate the laws in that jurisdic ti on and no person may vote in favour of the Acquisi ti on by any such use, means, instrumentality or form within a Restricted Jurisdic ti on or any other jurisdic ti on if to do so would cons ti tute a viola ti on of the laws of that jurisdic ti on. Accordingly, copies of the this announcement and all documents relating to the Acquisi ti on are not being, and must not be, directly or indirectly, mailed, transmi tt ed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdic ti on or any other jurisdic ti on where to do so would constitute a violation of the laws of that jurisdic ti on, and persons receiving such documents (including agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from any Restricted Jurisdic ti on. Doing so may render invalid any related vote in respect of the Acquisi ti on.

The availability of the New Tern Shares under the Acquisi ti on to Pires Shareholders who are not resident in the United Kingdom or the ability of those persons to hold such shares may be affected by the laws or regulatory requirements of the relevant jurisdic ti ons in which they are resident (which may affect the ability of such Pires Shareholders to vote their Pires Shares with respect to the Scheme and the Acquisition at the Mee ti ngs, or to execute and deliver Forms of Proxy appoin ti ng another to vote at the Mee ti ngs on their behalf). The New Tern Shares may not be offered, sold or delivered, directly or indirectly in, into or from any Restricted Jurisdic ti on or to, or for the account or benefit of, any Restricted Persons except pursuant to an applicable exemp ti on from, or in a transac ti on not subject to, applicable securi ti es laws of those jurisdic ti ons, or otherwise permi tt ed under applicable securi ti es laws of those jurisdic ti ons.

APPIX

Expected timetable of principal events

The following dates and times associated with the Scheme are subject to change and will depend on, inter alia, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. Pires will, once known, give adequate notice of all of these dates and times by issuing an announcement through a Regulatory Information Service, and such announcement will be made available on Pires's website at www.piresinvestments.com . Further updates and changes to these times will be notified in the same way.

Event Time and/or date

Latest time for lodging Forms of Proxy and registering proxy appointments through CREST for the:

Court Meeting (BLUE Form of Proxy) 11.00 a.m. on 19 July 2022(1)

General Meeting (YELLOW Form of Proxy) 11.10 a.m. on 19 July 2022(2)

Voting Record Time for the Court Meeting and the General

Meeting close of business on 19 July 2022(3)

Court Meeting 11.00 a.m. on 21 July 2022

General Meeting 11.10 a.m. on 21 July 2022(4)

The following dates are indicative only and are subject to change(5)

Expected date of the Tern General Meeting 21 July 2022

Last day of dealings in, or for registration of transfers of, a date expected to be in the third quarter of

Pires Shares 2022, subject to regulatory clearances (and in

any event prior to the Long Stop Date)

("D")

Court Hearing to sanction the Scheme 28 July 2022

Scheme Record Time 6.00 p.m. on 28 July 2022

Expected Effective Date of the Scheme 29 July 2022

Suspension of trading, and dealings, in Pires Shares 7.30 a.m. on 29 July 2022

Cancellation of admission to trading of Pires Shares

on AIM 7.00 a.m. on 1 August 2022

New Tern Shares issued to Pires Shareholders By 8.00 a.m. on 1 August 2022

Admission and commencement of dealings in New

Tern Shares 8.00 a.m. on 1 August 2022

CREST accounts of Pires Shareholders credited On or after 8.00 a.m. on 1 August

with New Tern Shares but no later than 14 days after the Effective Date

Latest date for despatch of share certificates for New Tern

Shares for those Pires Shareholders who do not hold

their Pires Shares in CREST Within 14 days from the Effective Date

Long Stop Date 11.59 p.m. on 30 September 2022(6)

Notes :

(1) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 48 hours before the time appointed for the Court Meeting or if the Court Meeting is adjourned, the time fixed for any adjourned Court Meeting, excluding any part of a day that is not a Business Day. BLUE Forms of Proxy not so lodged may be emailed to [e-mail] before the start of the Court Meeting.

(2) YELLOW Forms of Proxy for the General Meeting must be lodged not later than 48 hours before the time appointed for the General Meeting, or if the General Meeting is adjourned, the time fixed for any adjourned General Meeting excluding any part of a day that is not a Business Day. YELLOW Forms of Proxy for the General Meeting not lodged by this time will be invalid.

(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two Business Days before the date of the adjourned meeting.

(4) The General Meeting will be held as soon as the Court Meeting shall have concluded or been adjourned.

(5) These dates are indicative only and will depend, inter alia, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies.

(6) This is the latest date by which the Scheme may become Effective unless Tern and Pires agree (and the Panel and, if required, the Court permit) a later date.

All references in this appendix to times are to London time unless otherwise stated. The dates and times given are indicative only and are based on Pires's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Pires Shareholders by announcement through a Regulatory Information Service with such announcement being made available on Pires's website at www.piresinvestments.com and on Tern's website at www.ternplc.com .

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END

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June 28, 2022 11:05 ET (15:05 GMT)