Recommended Offer for Gordon Dadds Unconditional

RNS Number : 0930N

Gordon Dadds Group PLC

04 August 2017

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.  UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

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:  4 AUGUST 2017

Recommended Offer

for

Gordon Dadds Group Limited (now re-named Culver Holdings Limited) ("Gordon Dadds")

by

Work Group plc (now re-named Gordon Dadds Group plc) ("Work Group")

Offer declared unconditional in all respects subject to Admission; extension of the Offer; Board Changes; and Change of Company Name

Introduction

On 12 July 2017, the boards of directors of Work Group and Gordon Dadds announced that they had reached agreement on the terms of a recommended offer to be made by Work Group for the entire issued and to be issued share capital of Gordon Dadds (the "Offer").

The Offer was conditional, inter alia, upon the passing of certain resolutions ("Resolutions") set out in a notice of general meeting of Work Group to be held at 1pm on 3 August 2017 ("General Meeting"). 

The full terms and conditions and the procedures for acceptance of the Offer are set out in full in the offer document published by Work Group on 13 July 2017 (the "Offer Document") and the Form of Acceptance.

Terms and expressions used in this announcement shall, unless defined herein or unless the context otherwise requires, have the same meanings as given to them in the Offer Document, a copy of which is available on Work Group's website at www.workgroupplc.com and Gordon Dadds' website at www.gordondaddsgroup.com.

General Meeting

As announced yesterday, all the resolutions proposed at the General Meeting held on 3 August 2017 were duly passed.

Level of acceptances - Offer unconditional in all respects subject to Admission

As at 5.00 pm (London time) on 3 August 2017, being the First Closing Date of the Offer, Work Group had received valid acceptances of the Offer in respect of 11,919,110 Gordon Dadds Shares (representing approximately 98.8 per cent. of the existing issued share capital of Gordon Dadds).

Work Group is pleased to announce that the acceptance condition to the Offer has, therefore, been satisfied and the Offer has become unconditional as to acceptances. Work Group also confirms that, subject to Admission, all the remaining conditions to the Offer have now either been satisfied or waived.

Work Group further announces that the Offer is being extended and will remain open for acceptance until 5pm on Thursday 17 August 2017 ("Final Closing Date"), at which time it shall close.

Accordingly, application has been made for 28,441,212 New Ordinary Shares to be admitted to trading on AIM later today as part of the Enlarged Group. The Company intends to exercise its rights pursuant to the provisions of sections 974-991 of the Companies Act 2006 to acquire compulsorily any of the remaining 140,334 Gordon Dadds Shares in respect of which the Offer has not been validly accepted prior to the Final Closing Date on the same terms as the Offer ("Compulsory Purchase").

Once completed, the Compulsory Purchase will increase the number of New Ordinary Shares in issue to 28,597,310, being the figure stated in the Admission Document and Offer Document.

The percentage holdings of Gordon Dadds Shares referred to in this announcement are based upon the total number of Gordon Dadds Shares in issue, being 12,059,444.

Action to be taken

Gordon Dadds Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.

To accept the Offer Gordon Dadds Shareholders should complete, sign and return the Form of Acceptance which accompanied the Offer Document in accordance with paragraph 10 of the letter from Work Group in Part II of the Offer Document and the instructions printed thereon.

The Offer Document and a specimen Form of Acceptance are available on Work Group's website at www.workgroupplc.com and on Gordon Dadd's website at www.gordondaddsgroup.com.

Further copies of the Offer Document and the Form of Acceptance (and a form of indemnity for any lost or missing share certificate) may also be obtained by contacting Computershare Investor Services PLC on 0370 707 1830. The helpline is open between 8.30 am and 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Irrevocable undertakings 

Prior to the announcement of the Offer, Work Group had obtained irrevocable undertakings to accept, or procure the acceptance of, the Offer from each of the Gordon Dadds Directors and from certain Gordon Dadds Shareholders who gave irrevocables in respect of an aggregate of 10,533,351 Gordon Dadds Shares (representing approximately 87.3 per cent. of the issued share capital of Gordon Dadds). In respect of the Gordon Dadds Shares which are the subject of those irrevocable undertakings, as at 5.00 pm (London time) on 3 August 2017, Work Group had received valid acceptances of the Offer in respect of 10,533,351 Gordon Dadds Shares (representing approximately 87.3 per cent. of the issued share capital of Gordon Dadds).

Save as disclosed in this announcement, as at 5.00 pm (London time) on 3 August 2017, neither Work Group, nor any person acting in concert with it, was interested in, or had any rights to subscribe for any relevant securities of Gordon Dadds, or had any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Gordon Dadds. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Gordon Dadds and any borrowing or lending of any relevant securities of Gordon Dadds which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of Gordon Dadds.

Admission

As referred to in the Offer Document, Work Group has applied to the London Stock Exchange for the admission of its enlarged share capital comprising 28,441,212 New Ordinary Shares to trading on AIM ("Admission").

Admission is expected to become effective and dealings on AIM in such New Ordinary Shares are expected to commence at 8am on 4 August 2017.

The New Ordinary Shares will be traded under the ticker "GOR" and with the ISIN number GB00BZBY3Y09.

Change of name

As a result of the Resolutions having been passed at the General Meeting, Work Group has changed its name to Gordon Dadds Group plc.

Board changes

As a result of the Offer being declared wholly unconditional, Keith Cameron has resigned from his position as a non-executive director of Work Group with effect from Admission and the following have agreed to join the board of the Enlarged Group with effect from Admission:

Anthony Edwards as Non-executive Chairman;

Adrian Biles as Chief Executive Officer;

Christopher Yates as Finance Director; and

David Furst as a non-executive director.

Simon Howard will step down as Chairman but will remain on the board of the Enlarged Group as a non-executive director. 

Settlement

Settlement for those Gordon Dadds Shareholders who have validly accepted the Offer by the First Closing Date will be effected promptly in accordance with applicable English law and regulation and, in any event, on or before 17 August 2017.

Settlement for valid acceptances in respect of the Offer received after the First Closing Date will be effected promptly after receipt of that acceptance in accordance with applicable English law and regulation and, in any event, within 14 days of receipt of that acceptance.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Work Group Simon Howard, Chairman	[phone]
Allenby Capital Ltd, Financial Adviser to Work Group Jeremy Porter / James Thomas	[phone]
Arden Partners, Nominated Adviser and Broker to Work Group John Llewellyn-Lloyd / Ciaran Walsh	[phone]
Gordon Dadds Adrian Biles, Managing Director	[phone]
Cairn Financial Advisers, Rule 3 Adviser to Gordon Dadds Sandy Jamieson / Liam Murray	[phone]
Newgate Communications, PR Adviser to Gordon Dadds Adam Lloyd / Lydia Thompson / James Ash	[phone]

Further information

This announcement is for information purposes only and does not constitute, or form part of, any offer for or invitation to sell or purchase any securities, or any solicitation of any offer for, securities in any jurisdiction.  This announcement does not constitute a prospectus or a prospectus equivalent document.  The Offer is made solely pursuant to the Offer Document which contains the full terms and conditions of the Offer, including details of how to accept the Offer.  Gordon Dadds Shareholders are advised to read the formal documentation in relation to the Offer carefully.

This announcement does not constitute or form part of any offer or any solicitation to purchase or subscribe for securities in the United States. The New Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended ("US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States.  There will be no public offering of the New Ordinary Shares in the United States or elsewhere.

The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the Offer or the accuracy or adequacy of this announcement.  Any representation to the contrary is a criminal offence in the United States.

The distribution of this announcement and the offering or sale of the New Ordinary Shares in certain jurisdictions may be restricted by law.  No action has been taken by Work Group, or its advisers, agents or affiliates that would, or which is intended to, permit a public offer of the New Ordinary Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this announcement comes are required by Work Group to inform themselves about and to observe any applicable restrictions.

No representation or warranty express or implied is, or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Work Group or by its advisers,  affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.  However, nothing in this announcement shall be effective to limit or exclude liability for fraud or which otherwise, by law or regulation, cannot be so limited or excluded.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions 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 requirements.  Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.  This announcement has been prepared to comply with the requirements of the laws of England, the AIM Rules and the rules of the London Stock Exchange 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 England.

The Offer will not be made, directly or indirectly, in or into, and will not be capable of acceptance in or from, Canada, Australia or Japan. In addition it is not currently intended that the Offer will be made, directly or indirectly, in or into, or by use of mails or any means or instrumentality (including, without limitation, facsimile transmission, telephone or internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States and it is not currently intended that the Offer will be capable of acceptance by any such use, means, instrumentality or facility or from within the United States.  Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into or from the United States, Canada, Australia or Japan. Custodians, nominees and trustees should observe these restrictions and should not send or distribute the document in or into the United States, Canada, Australia or Japan.

Important notices

Allenby Capital, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to Work Group in relation to the transactions referred to in this announcement ("Transactions") and no-one else and will not be responsible to anyone other than Work Group for providing the protections offered to clients of Allenby Capital nor for providing advice in relation to the Transactions.

Arden Partners, which is authorised and regulated in the UK by the FCA, is acting exclusively as nominated adviser and broker to Work Group in relation to the Transactions and no-one else and will not be responsible to anyone other than Work Group for providing the protections offered to clients of Arden Partners nor for providing advice in relation to the Transactions.

Cairn, which is authorised and regulated in the UK by the FCA, is acting exclusively for Gordon Dadds as its Rule 3 adviser for the purposes of the Takeover Code and for no one else in connection with the Transactions and Cairn will not be responsible to anyone other than Gordon Dadds for providing the protections afforded to its clients or for providing advice in connection with the Transactions.

The Work Group Directors accept responsibility for the information contained in this announcement, other than the information for which responsibility is taken by the Gordon Dadds Directors pursuant to the paragraph immediately below. To the best of the knowledge and belief of the Work Group Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Gordon Dadds Directors accept responsibility for the information contained in this announcement relating to Gordon Dadds, themselves, their respective immediate families, related trusts and connected persons and the recommendations and opinions of the Gordon Dadds Directors relating to the Offer contained in this announcement. To the best of the knowledge and belief of the Gordon Dadds Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Forward-looking statements

This announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Work Group or Gordon Dadds and certain plans and objectives of Work Group or Gordon Dadds with respect thereto. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Work Group in light of its experience and its perception of historical trends, current conditions, future developments and other factors it believes 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 described in the context of such forward looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward- looking statements are reasonable, no assurance can be given that such expectations will prove to be correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Work Group does not assume any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by the Panel, the Takeover Code or by applicable law.

Forward-looking statements are not guarantees of future performance. 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. 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 document.

There are several 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 are changes in the global, political, economic, business and competitive environments, market and regulatory forces, future exchange and interest rates, changes in tax rates, and future business combinations or dispositions.

Other than in accordance with applicable legal and regulatory obligation, neither Work Group nor any member of the Work  Group, nor Gordon Dadds nor any member of the Gordon Dadds Group nor any of their respective members, associates, directors, officers, employees, advisers or persons acting on their behalf, is under any obligation and each of them expressly disclaims any intention or obligation to update or revise any forward-looking statements or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law.

Except as expressly provided in this announcement, no forward looking or other statements have been reviewed by the auditors of Work Group or Gordon Dadds. All subsequent oral or written forward looking statements attributable to Work Group or Gordon Dadds, any member of the Work Group or the Gordon Dadds Group or any of their respective members, associates, directors, officers, employees, advisers or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. 

No profit forecast

No statement in this announcement is intended as a profit forecast or profit estimate for any period. No statement in this announcement should be interpreted to mean that earnings per Gordon Dadds Share or earnings per Work Group Share for the current or future financial years would necessarily match or exceed the historical published earnings per Gordon Dadds Share or earnings per Work Group Share.

Application of the Takeover Code

Whilst Gordon Dadds is a private limited company, the Takeover Code applies to it because it was admitted to trading on the Main Market within the last ten years (under the name of Culver Holdings plc).

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of Work Group and Gordon Dadds at www.workgroupplc.com and www.gordondaddsgroup.com by no later than 12 noon (London time) on the business day following this announcement.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different places in this announcement may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Contents of this announcement

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

 

END

 

 

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