ZPG PLC Scheme of arrangement (0665P)

TIDMZPG

RNS Number : 0665P

ZPG PLC

23 May 2018

23 May 2018

Recommended acquisition

of

ZPG Plc ("ZPG")

by

Zephyr Bidco Limited ("Bidco")

a wholly-owned indirect subsidiary of funds managed by

Silver Lake Management Company V, LLC ("Silver Lake")

Publication of Scheme Document

On 11 May 2018, ZPG and Silver Lake announced that they had reached agreement on the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued share capital of ZPG (the Acquisition). The Acquisition is to be effected by means of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme).

ZPG is pleased to announce that the scheme document containing the full terms and conditions of the Acquisition (the Scheme Document), together with the related Forms of Proxy, is being published today and sent to ZPG Shareholders and, for information only, to persons with information rights and participants in the ZPG Share Plans.

The Scheme Document, which sets out amongst other things, a letter from the Chairman of ZPG, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act, an indicative timetable of principal events, notices of the required meetings and details of the action to be taken by ZPG Shareholders, will be made available on ZPG's website at www.zpg.co.uk. Copies of the Scheme Document have been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM.

The ZPG Board, which has been so advised by Credit Suisse, Goldman Sachs and Jefferies as to the financial terms of the Acquisition, considers the terms of the Acquisition to be fair and reasonable. In providing their advice to the ZPG Board, Credit Suisse, Goldman Sachs and Jefferies have taken into account the commercial assessments of the ZPG Board. Jefferies is providing independent financial advice to the ZPG Board for the purposes of Rule 3 of the City Code.

The ZPG Board considers the Acquisition to be in the best interests of the ZPG Shareholders taken as a whole. Accordingly, the ZPG Board unanimously recommends that ZPG Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Special Resolution relating to the Acquisition to be proposed at the General Meeting, as each of the ZPG Directors who holds ZPG Shares has irrevocably undertaken to do in respect of their own beneficial holdings of 5,097,583 ZPG Shares representing, in aggregate, approximately 1.16 per cent. of ZPG's issued share capital on 21 May 2018, being the latest practicable date prior to publication of this announcement.

Notices of the Court Meeting and General Meeting

As described in the Scheme Document, to become effective the Scheme will require, amongst other things, the approval of ZPG Shareholders at the Court Meeting, the passing of the Special Resolution at the General Meeting and the subsequent sanction of the Court. The Scheme is also subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document.

Notices of the Court Meeting and the General Meeting, which will be held at The Cooperage, 5 Copper Row, London SE1 2LH on 18 June 2018, are set out in the Scheme Document. The Court Meeting will commence at 10.00 a.m. (London time) and the General Meeting at 10.10 a.m. (London time) (or, if later, as soon as the Court Meeting has concluded or been adjourned).

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement. Subject to obtaining the approval of ZPG Shareholders and the Court, and the satisfaction or, where applicable, the waiver of the other Conditions (as set out the Scheme Document), the Scheme is expected to become effective during the third quarter of this year.

ZPG will give adequate notice of the date and the time of the Court Hearing, once known, by issuing an announcement through a Regulatory Information Service.

If any of the key dates set out in the timetable change, ZPG will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on ZPG's website at www.zpg.co.uk.

Terms defined in the Scheme Document have the same meanings in this announcement.

Enquiries:

ZPG

 
 Ned Staple, General Counsel and              +44(0) 203 
  Company Secretary                            8725 658 
                                              +44(0) 203 
 Lawrence Hall, Director of Communications     8725 653 
 Rachael Malcolm, Head of Investor            +44(0) 203 
  Relations                                    8725 648 
 

Credit Suisse (Lead Financial Adviser and Corporate Broker to ZPG)

 
                    +44(0) 20 
 Gillian Sheldon     7888 8888 
 Joe Hannon 
 Lewis Burnett 
 Chris Cottrell 
 

Goldman Sachs (Lead Financial Adviser to ZPG)

 
                   +44(0) 20 
 Anthony Gutman     7774 1000 
 Chris Emmerson 
 Alex Garner 
 Jamie Hay 
 

Jefferies (Financial Adviser and Corporate Broker to ZPG)

 
 Paul Nicholls 
  Max Jones 
  Tariq Hussain      +44(0) 20 
  Dominic Lester     7029 8000 
 

Important notices relating to financial advisers

Credit Suisse International ("Credit Suisse"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting as lead financial adviser exclusively for ZPG and no one else in connection with the matters set out in this Announcement and will not be responsible to any person other than ZPG for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively for ZPG and no one else in connection with the Acquisition and any other matter referred to in this Announcement and will not be responsible to anyone other than ZPG for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the possible offer or any other matters referred to in this Announcement.

Jefferies International Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for ZPG and no one else in connection with the Acquisition and will not be responsible to anyone other than ZPG for providing the protections afforded to its clients or 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 does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval in any jurisdiction, 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. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange, the Listing Rules and the City 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 and regulations of any jurisdictions outside the United Kingdom.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom or the United States may be restricted by law. Persons who are not resident in the United Kingdom or the United States 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 City 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 ZPG Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote their Scheme 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 City Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the Listing Rules. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

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

Notice to US ZPG Shareholders

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 proxy solicitation or 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 under the US Exchange Act. The financial information included in this Announcement and the Scheme documentation has been or will have 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 and otherwise in accordance with the City Code. Such a takeover would be made in the United States by Bidco and no one else. Accordingly, the Acquisition would be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Scheme 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 ZPG 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 ZPG 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 pursuant to 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 ZPG 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.

Forward looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Silver Lake, Bidco or ZPG contain statements about Bidco and ZPG 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", "believes", "expects", "intends", "will", "would", "may", "anticipates", "projects" and "envisages" 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 Bidco's or ZPG's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or ZPG's 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, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, 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 raw material or energy market prices, 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.

No Profit Forecasts or Estimates

No statement in this Announcement 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 for ZPG for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for ZPG.

Dealing disclosure requirements

Under Rule 8.3(a) of the City 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 City 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 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.

Publication on website and availability of hard copies

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, free of charge on ZPG's website at www.zpg.co.uk by no later than 12:00 noon (London time) on 24 March 2018. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement. You may request a hard copy of this Announcement by contacting the Equiniti Shareholder Helpline between 8:30 a.m. and 5:30 p.m. (London time) Monday to Friday (public holidays excepted) on [phone] (calls to this number are charged at national rates, calls from a mobile device may incur network extras) or on [phone] from outside the UK. Calls outside the United Kingdom will be charged at the applicable international rate. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Appendix

Expected timetable of principal events

All times shown are London times unless otherwise stated. All dates and times are based on ZPG's and Bidco's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to ZPG Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on ZPG's website at www.zpg.co.uk.

 
 Event                                                                      Expected time/date 
      Latest time for 
       lodging Forms 
       of Proxy for: 
       Court Meeting                                             10.00 a.m. on 16 June 2018(1) 
       (BLUE form) 
      General Meeting                                            10.10 a.m. on 16 June 2018(1) 
       (WHITE form) 
 Voting Record                                                       6.30 p.m. on 16 June 2018 
  Time                                                                                     (2) 
 Court Meeting                                                      10.00 a.m. on 18 June 2018 
 General Meeting                                                    10.10 a.m. on 18 June 2018 
                                                                                           (3) 
 
 The following dates are indicative only and 
  subject to change; please see note (4) below 
 
 Court Hearing                     A date expected to be no 
                                    later than 14 days after 
                                    the satisfaction or, where 
                                    applicable, waiver of Conditions 
                                    2(a), 2(b), 2(c) and 2(d), 
                                    which is expected to be in 
                                    the third quarter of 2018 
                                    ("D")(4) 
 Last day of dealings                                                   D + 1 Business Day (4) 
  in, and for registration 
  of transfers of, 
  and disablement 
  in CREST of, ZPG 
  Shares 
 Suspension of                                                     6.00 p.m. on D + 1 Business 
  listing of and                                                              Day(4) 
  dealings in ZPG 
  Shares 
 Scheme Record                                                      6.00 p.m. on D + 1Business 
  Time                                                                                 Day (4) 
 Effective Date                                                        D + 2 Business Days (4) 
  of the Scheme 
 Cancellation of                                                By 8.00 a.m. on D + 3 Business 
  listing of ZPG                                                                      Days (4) 
  Shares 
 Latest date for                                                   14 days after the Effective 
  dispatch of cheques/settlement                                                          Date 
  through CREST 
 Latest date by                                                            17 October 2018 (5) 
  which Scheme must 
  be implemented 
 

Notes:

(1) The BLUE Form of Proxy for the Court Meeting, if not received by the time stated above (or, if the Court Meeting is adjourned, 48 hours before the adjourned Court Meeting), may be handed to a representative of Equiniti, on behalf of the Chairman of the Court Meeting, or to the Chairman of the Court Meeting, before the start of that Meeting. However, in order to be valid, the WHITE Form of Proxy must be received no later than 10.10 a.m. (London time) on 16 June 2018 (or, if the General Meeting is adjourned, 48 hours before the time fixed for the adjourned Meeting).

(2) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the date which is two days before the date set for such adjourned Meeting.

(3) To commence at 10.10 a.m. or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

(4) The Court Hearing to sanction the Scheme is expected to be held no later than 14 days after the satisfaction or, where applicable, waiver of Conditions 2(a), 2(b), 2(c) and 2(d), as set out in Part III (Conditions to and further terms of the Scheme and the Acquisition) of the Scheme Document. ZPG will give adequate notice of the date and time of the Court Hearing, once known, by issuing an announcement through a Regulatory Information Service.

(5) The latest date by which the Scheme must be implemented may be extended by agreement between ZPG and Bidco with the prior consent of the Panel and (if required) the approval of the Court.

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

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May 23, 2018 09:40 ET (13:40 GMT)