NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO.596/2014
FOR IMMEDIATE RELEASE
22 July 2019
RECOMMENDED CASH ACQUISITION
PREMIER TECHNICAL SERVICES GROUP PLC ("PTSG")
BERNARD BIDCO LIMITED ("BIDCO")
a newly-incorporated company established on behalf of Macquarie Principal Finance Pty Limited, UK branch and a wholly-owned subsidiary of Macquarie Group Limited
Results of Court Meeting and General Meeting
On 20 June 2019, the board of Bidco and the Independent Directors of PTSG announced that they had reached agreement on the terms of a recommended all cash offer pursuant to which Bidco, a newly incorporated company established on behalf of Macquarie Principal Finance Pty Limited, UK branch and a wholly owned subsidiary of Macquarie Group Limited, will acquire the entire issued and to be issued share capital of PTSG (the "Acquisition"). The Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the "Scheme").
The Independent Directors of PTSG are pleased to announce that, at a Court Meeting and General Meeting (each as defined below) which were held earlier today, the shareholders of PTSG eligible to vote at each of the meetings approved by the requisite majorities all of the resolutions proposed at each of the meetings in respect of the Acquisition and accordingly the Scheme was approved.
Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document dated 28 June 2019 (the "Scheme Document").
The total number of PTSG Shares in issue at close of business on 20 July 2019, being the Voting Record Time, was 126,266,615.
The first meeting, convened in accordance with an order of the Court dated 27 June 2019, sought approval from Scheme Shareholders who are also Independent Shareholders (each as defined in the Scheme Document) for the Scheme (the "Court Meeting").
A majority in number of Independent Shareholders who were entitled to vote and voted (either in person or by proxy), representing not less than 75. per cent in value of those Scheme Shares (as defined in the Scheme Document) held by such Independent Shareholders approved the Scheme at the Court Meeting.
Details of the votes cast were as follows:
No. of Independent Shareholders present and voting
% of Independent Shareholders present and voting on the resolution
No. of Scheme Shares voted
% of Scheme Shares voted
No. of Scheme Shares voted as a % of the Scheme Shares eligible to be voted at the Court Meeting
* Number rounded down to the nearest 2 decimal places.
As at the Voting Record Time, being close of business on 20 July 2019, the total number of Scheme Shares in issue, held by the Independent Shareholders and eligible to vote on the Scheme was 97,220,736.
The General Meeting (as defined in the Scheme Document) sought approval for a special resolution for the purpose of giving effect to the Scheme and associated amendments to the articles of association of the Company, and an ordinary resolution to approve the Reinvestment Arrangements and the MIP set out in the Scheme Document (the "Resolutions"). The Resolutions were decided on a poll and duly passed by the requisite majorities. Voting on the Resolutions was by way of poll and each eligible PTSG Shareholder present in person or by proxy was entitled to one vote for each PTSG Share held. All PTSG Shareholders were entitled to vote on the Special Resolution.
Details of the votes cast were as follows:
Special Resolution (implementation of the Scheme and amendments to articles of association)
No. of PTSG Shares voted
% of PTSG Shares voted on the resolution
No. of PTSG Shares present and voting as a % of all PTSG Shares in issue
Withheld (number) **
**A withheld vote is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes "For" and "Against" the resolution concerned. Any proxy appointments which gave discretion to the Chairman have been included in the vote "For" total.
*** Number rounded down to the nearest 2 decimal places.
Ordinary Resolution (approval of Reinvestment Arrangements and MIP)
No. of PTSG Shares voted
% of PTSG Shares voted on the resolution
No. of PTSG Shares present and voting as a % of all PTSG Shares eligible to be voted on the resolution
**** A withheld vote is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes "For" and "Against" the resolution concerned. Any proxy appointments which gave discretion to the Chairman have been included in the vote "For" total.
As at the Voting Record Time, being close of business on 20 July 2019, PTSG's issued ordinary share capital consisted of 126,266,615 shares, and PTSG's issued ordinary share capital held by Independent Shareholders entitled to vote on the Ordinary Resolution consisted of 97,218,515 shares. The total voting rights in PTSG which were eligible to be voted on the Special Resolution were 126,266,615 and on the Ordinary Resolution were 97,218,515.
Next Steps and Key Dates
Completion of the Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including the sanction of the Scheme at the Court Hearing and the delivery of a copy of the Court Order to the Registrar of Companies.
The expected timetable of principal events for the implementation of the Scheme remains as set out on page ix of the Scheme Document.
The date of the Court Hearing to sanction the Scheme is expected to be 30 July 2019. It is intended that dealings in PTSG Shares will be suspended at 7.30 a.m. on 31 July 2019.
Subject to the Court approving the Scheme and the Court Order being duly delivered to the Registrar of Companies, it is anticipated that the Scheme will become effective on 31 July 2019.
If the Court sanctions the Scheme it is intended that the admission to trading of PTSG Shares on AIM will be cancelled with effect from 7.00 a.m. on 1 August 2019.
Settlement of the consideration to which any holder of Scheme Shares is entitled will be effected by no later than 14 August 2019.
The dates stated above are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or (if capable of waiver) waived.
If any of the times and/or dates above change, the revised times and/or dates will be notified to PTSG Shareholders by announcement through a Regulatory Information Service.
Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.
Bidco/Macquarie Group Tel: + 44 (0) 20 3037 2000
Rothschild & Co (Financial adviser to Bidco) Tel: + 44 (0) 207 280 5000
Premier Technical Services Group plc Tel: + 44 (0) 1977 668 771
Paul Teasdale, Chief Executive Officer
KPMG LLP (Lead financial adviser to PTSG) Tel: + 44 (0)207 311 1000
Numis Securities Limited (Financial adviser, Tel: + 44 (0) 207 260 1000
nominated adviser and broker to PTSG)
Hudson Sandler (Public relations adviser to PTSG) Tel: + 44 (0) 207 796 4133
Rothschild & Co, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Bidco and no one else in connection with the Acquisition or any matters referred to in in this Announcement In connection with such matters, Rothschild & Co, its affiliates and its or their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Bidco for providing the protections afforded to their clients or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to in this Announcement or owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise to any person other than Bidco in connection with the matters referred to in this Announcement, or otherwise.
KPMG, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as lead financial adviser to PTSG and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than PTSG for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. Neither KPMG nor any of its affiliates, respective directors, officers, employees and agents 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 KPMG in connection with the matters referred to in this Announcement, or otherwise.
Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser, nominated adviser and broker exclusively for PTSG and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than PTSG for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to herein.
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 a 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, invitation, solicitation, purchase, sale, issuance or exchange is unlawful.
This Announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law, the Takeover Code and the AIM Rules and 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. Nothing in this Announcement should be relied on for any other purpose.
The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and the release of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.
The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions and therefore persons into whose possession this Announcement comes who are subject to the laws and/or regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any such applicable restrictions in their jurisdiction. Further details in relation to the Overseas Shareholders are contained in the Scheme Document. Any failure to comply with any such 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.
Unless otherwise determined by Bidco or required by the Takeover 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 and no person may vote in favour of the Scheme by any such means from 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. If the Acquisition is implemented by Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction) and the Takeover Offer will not be capable of acceptance by any such use, means instrumentality or facilities or from or within any Restricted Jurisdiction.
The availability of the Acquisition to PTSG 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.
Additional information for US investors
PTSG Shareholders in the United States should note that the Acquisition relates to the securities of a company incorporated in England and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been prepared in accordance with English law, the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. If, in the future, Bidco exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act.
PTSG's financial statements, and all financial information that is included in this Announcement or in the Scheme Document, or any other documents relating to the Acquisition, have been or will be prepared in accordance with IFRS 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.
The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its PTSG 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 PTSG 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 US federal securities laws, since Bidco and PTSG 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 practice in the UK and consistent with Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in PTSG outside 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.
This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Bidco, Macquarie Group or PTSG contain statements about Bidco, Macquarie Group and/or PTSG 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", "anticipates", "estimates", "hopes" "projects", "continue", "schedule" 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, Macquarie Group's or PTSG's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's, Macquarie Group's or PTSG's business.
These forward-looking statements are not guarantees of future performance. By their nature, such forward-looking statements involve known and unknown 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. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely. These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, as well as additional factors, such as 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 of interest and exchange rates, the outcome of any litigation. For a discussion of important factors which could cause actual results to differ from forward-looking statements in relation to the PTSG Group, refer to the annual report for PTSG for the financial year ended 31 December 2018. Neither Bidco, Macquarie Group or PTSG, 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. 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 of this Announcement. All subsequent oral or written forward-looking statements attributable to Bidco, Macquarie Group or PTSG or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Bidco, Macquarie Group and PTSG disclaim any obligation to update any forward-looking or other statements contained in this Announcement, 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 PTSG for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for PTSG.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of PTSG as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme.
Publication of this Announcement on website
A copy of this Announcement will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on PTSG's website at www.ptsg.co.uk/offer-for-ptsg/ and on Bidco's website at www.macquarie.com/uk/about/investors/graphite by no later than 12:00 p.m. on the Business Day following this Announcement.
For the avoidance of doubt, the contents of these websites and any websites accessible from hyperlinks on this website are not incorporated into and do not form part of this Announcement.
Certain figures included in this Announcement 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.