Update following 2.7 Announcement (3364S)

TIDMTHB

RNS Number : 3364S

THB Group PLC

18 November 2011

18 November 2011

THB Group plc ("THB")

Update following 2.7 Announcement

Following the announcement made on Monday 14 November 2011 (the Announcement) pursuant to Rule 2.7 of the City Code on Takeovers and Mergers in respect of the recommended proposal for the acquisition of THB by Taurus Acquisition Limited (the Acquisition) to be implemented by way of a scheme of arrangement (the Scheme), THB hereby provides an update in relation to the following matters:

   1.         Transfer of ordinary shares in THB 

THB confirms that a total of 1,354,251 ordinary shares of 10p each in the issued share capital of THB were transferred yesterday between 12 THB shareholders and their respective spouses or other family members. All of these transfers have taken place between certain members of senior management and employees of THB and their spouses or other family members.

Following completion of these transfers: a) the total number of THB shares being reinvested by Participating Staff (as defined in the Announcement) and b) the total number of THB Shares held by Participating Staff that shall be subject to Rollover Agreements (highlighted respectively in bold below) as set out in the second and third paragraphs of section 12 of the Announcement (Participating Staff Arrangements) are hereby amended as follows:

"Bidco has agreed terms with the Participating Staff pursuant to which the Participating Staff will, upon the Scheme becoming Effective, subscribe for AmWINS Global B Shares, AmWINS Global C Shares (in some cases) and Junior Loan Notes (i) in cash; and/or (ii) by way of reinvestment of all or part of their proceeds owed by Bidco to them under the Scheme in consideration for their Scheme Shares (being 4,646,304 THB Shares in aggregate).

It is proposed that the remaining 2,472,538 THB Shares held by the Participating Staff (being the Rollover Shares) will be subject to the Rollover Arrangements pursuant to which certain of the Participating Staff have entered into the following agreements (both of which are subject to the Scheme becoming Effective):

-- with Bidco pursuant to which the Participating Staff member will exchange his Rollover Shares for ordinary shares in Bidco; and

-- with AmWINS Global pursuant to which, subject to completion of the above agreement, the Participating Staff member will exchange his ordinary shares in Bidco for AmWINS Global B Shares, AmWINS Global C Shares (in some cases) and Junior Loan Notes."

   2.        Exercise of existing PWSEA call option and issue of new ordinary shares in THB 

THB confirms that a total of 1,799,523 ordinary shares of 10p each (New Ordinary Shares) in the share capital of THB were issued yesterday to four minority shareholders (the PWSEA Minority Shareholders) of THB's indirect subsidiary, PWS East Asia Pte Limited (PWSEA) as partial consideration following the exercise of an existing call option held by THB's indirect subsidiary, THB Asia Pacific Holdings Pte Limited over the remaining 40% of the issued shares of PWSEA held by the PWSEA Minority Shareholders, under the terms of a shareholders' agreement relating to PWSEA.

Application has been made for the New Ordinary Shares, ranking pari passu in all respects with the existing ordinary shares of THB in issue, to be admitted to trading on the AIM Market of the London Stock Exchange (the Admission). It is expected that the dealing in the New Ordinary Shares will commence on 23 November 2011. Following Admission of the New Ordinary Shares, THB will have 38,038,552 ordinary shares of 10p each in issue.

THB's ISIN code is GB0032008293.

   3.         Additional irrevocable undertaking received in connection with the proposed Acquisition 

Following the Announcement, THB is pleased to announce that Taurus Acquisition Limited has received from Karen Ellis an additional irrevocable undertaking to vote in favour of the Scheme (or in the event that the Acquisition is implemented by way of a takeover offer (the Offer), to accept or procure acceptances of such an Offer), in respect of 1,070,578 ordinary shares in the share capital of THB, representing approximately 4.4 per cent. of those existing issued ordinary shares in THB in respect of which the shareholders of THB will be entitled to vote in respect of the Scheme.

Taurus Acquisition Limited has now received in total irrevocable undertakings to vote in favour of the Scheme in respect of 13,356,903 ordinary shares of 10p each in the share capital of THB, representing approximately 55.2 per cent. of those existing issued shares in THB in respect of which the shareholders of THB will be entitled to vote.

Following the transfers of ordinary shares in THB set out in section 1 of this update above, as well as receipt of the additional irrevocable undertaking set out in this section 3, the updated details of the irrevocable undertakings as set out in Appendix 3 of the Announcement are:

Independent Scheme Shareholders

The following Independent Scheme Shareholders have given irrevocable commitments to vote in favour of the Scheme at the Court Meeting (or, in the event the Acquisition is implemented by an Offer, to accept or procure acceptances of such Offer) in respect of their own beneficial holdings of Independent Scheme Shares (or those Independent Scheme Shares over which they have control):

 
 Name                   Number of Independent     Value of the          Percentage of 
                                Scheme Shares      Independent    THB Shares eligible 
                                                 Scheme Shares      for voting (Court 
                                                         (GBP)            Meeting)(%) 
 Gillian Mary Cotter                  320,000          257,760                    1.3 
 John Anthony Cotter                  300,000          241,650                    1.2 
 Ian George Donald                    799,779          644,222                    3.3 
 Thomas John Duggan                 2,450,000        1,973,475                   10.1 
 Karen Ellis                        1,070,578          862,351                    4.4 
 Nigel Moorhouse                      220,350          177,492                    0.9 
 David Maurice 
  Saville                           2,450,000        1,973,475                   10.1 
 David Ulph                         3,076,500        2,478,121                   12.7 
 Joanna Ulph                          600,000          483,300                    2.5 
 Guilford Services 
  Limited                             750,000          604,125                    3.1 
 Henderson Global 
  Investors Limited                 1,319,696        1,063,015                    5.5 
 TOTAL                             13,356,903       10,758,985                   55.2 
 

THB Shareholders

The following THB Shareholders (excluding the Participating Staff) have given irrevocable commitments to vote in favour of the Resolutions to be proposed at the General Meeting in respect of their own beneficial holdings of THB Shares (or those THB Shares over which they have control):

 
 Name                    Number of           Value of        Percentage        Percentage 
                        THB Shares    the Independent     of THB Shares     of THB Shares 
                                        Scheme Shares          eligible          eligible 
                                                (GBP)        for voting        for voting 
                                                               (Special         (Ordinary 
                                                         Resolution)(%)    Resolution)(%) 
 Gillian Mary 
  Cotter                   320,000            257,760               0.8               1.3 
 John Anthony 
  Cotter                   300,000            241,650               0.8               1.2 
 Ian George Donald         799,779            644,222               2.1               3.3 
 Thomas John Duggan      2,450,000          1,973,475               6.4              10.1 
 Karen Ellis             1,070,578            862,351               2.8               4.4 
 Nigel Moorhouse           220,350            177,492               0.6               0.9 
 David Maurice 
  Saville                2,450,000          1,973,475               6.4              10.1 
 David Ulph              3,076,500          2,478,121               8.1              12.7 
 Joanna Ulph               600,000            483,300               1.6               2.5 
 Guilford Services 
  Limited                  750,000            604,125               2.0               3.1 
 Henderson Global 
  Investors Limited      1,319,696          1,063,015               3.5               5.5 
 TOTAL                  13,356,903         10,758,985              35.1              55.2 
 TOTAL (including 
  Participating 
  Staff)                25,478,551                  -              67.0                 - 
 

Participating Staff

The following Participating Staff have given irrevocable commitments: (i) not to vote on the Scheme at the Court Meeting (or, in the event the Acquisition is implemented by an Offer, to accept or procure acceptances of such Offer); (ii) not to vote on the Ordinary Resolution to be proposed at the General Meeting in respect of those THB Shares which they irrevocably commit at the date of the Announcement (comprising 12,121,648 THB Shares in aggregate); and (iii) to vote in favour of the Special Resolution to be proposed at the General Meeting in respect of such THB Shares:

 
 Martin Allain              Craig Douglas Kingaby 
 Ronald Benedit             Paul Lindeboom 
 Russell Paul Bowman        Steve Matanle 
 Dominic Calcott            Francis Michael Murphy 
 Joaquim M da Cruz Caria    Paul John Murphy 
 Steven David Carr          Darren Nightingale 
 Nicholas Cochrane          Anthony John Preston 
 Mark David Franklin Cody   Lee Price 
 Michael Ronald Cole        Simon Read 
 Paul David Croome          Lee Andrew Richardson 
 Cliff Downing              Juan Ramon Rivera 
 Tony Alan Driver           Paul Sammons 
 Chris Francis              Ivor John Southgate 
 Roddy Graham               Victor Herbert Thompson 
 Mark Edward Hackett        David Tompkins 
 Matthew David Horlock      Robert Stephen Wilkinson 
 Paul Charles Johnson       Stephen Colin Willsmer 
 Jane Joslin 
 

All of the irrevocable undertakings mentioned above will lapse if: (i) the Scheme is withdrawn in accordance with its terms and Taurus Acquisition Limited fails to make an Offer within ten business days from the date that the Scheme is withdrawn; (ii) the Scheme lapses; (iii) in the event that Taurus Acquisition Limited makes an Offer, the Offer lapses or is withdrawn; or (iv) a formal document containing the terms of the Scheme or the Offer is not dispatched to the Scheme Shareholders (as defined in the Announcement) on or before the date which is 28 days from the date of the Announcement or such later date as the Panel on Takeovers and Mergers may agree to.

In addition, the irrevocable undertaking of Henderson Global Investors Limited will cease to be binding if a third party announces under Rule 2.7 of the Code an offer or scheme of arrangement to acquire the whole of the issued share capital of THB not later than 12.00 noon on the twenty-first day following the posting of the Scheme Document, which values the THB Shares at a price per share being at least 10% higher than the amount equal to the price per THB Share offered under the Scheme.

Enquiries

 
 THB                                Tel: [phone] 
  Rob Wilkinson 
 Keefe, Bruyette & Woods            Tel: [phone] 
  (Financial adviser to THB) 
  Nick Triggs / Max Cornu-Thenard 
 Daniel Stewart                     Tel: [phone] 
  (Nominated adviser to THB) 
  Paul Shackleton / James Felix 
 

Disclosure Requirements

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 paper 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 paper 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 paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

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 of the Code).

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.

Terms in quotation marks and used in this section are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8 of the Code, you should contact an independent financial adviser authorised by the FSA under FSMA or consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on [phone].

This information is provided by RNS

The company news service from the London Stock Exchange

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