Publication & Posting of Sche
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.
11 October 2010
Recommended cash acquisition of Spice plc by Cilantro Acquisitions Limited
Publication and posting of Scheme Document
On 27 September 2010, the board of directors of Cilantro Acquisitions Limited (a company formed at the direction of funds managed and advised by Cinven Limited and being "Cilantro Acquisitions") and the Independent Directors of Spice plc ("Spice") announced that they had reached agreement on the terms of a recommended cash acquisition by Cilantro Acquisitions of the entire issued and to be issued ordinary share capital of Spice (the "Acquisition"). The Acquisition is to be implemented by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Spice is today publishing and posting a circular (the "Scheme Document") to the shareholders of Spice (the "Spice Shareholders"). The Scheme Document contains, among other things, the full terms and conditions of the Scheme and an explanatory statement (in compliance with Section 897 of the Companies Act 2006), together with the action to be taken by Spice Shareholders.
Notices of the Court Meeting and General Meeting
Notices of the Court Meeting and the General Meeting are set out in the Scheme Document. Both the Court Meeting and the General Meeting will be held on Thursday 4 November 2010 at the offices of Eversheds LLP, One Wood Street, London EC2V 7WS, with the Court Meeting to commence at 11.00 am and the General Meeting to commence at 11.15 am (or as soon as thereafter as the Court Meeting shall have been concluded or adjourned).
Timetable
The Scheme Document also contains an expected timetable of principal events relating to the Scheme. As set out in that timetable, subject to the satisfaction or waiver of the Conditions to the Scheme, it is currently expected that the Scheme will become effective on Thursday 2 December 2010. If any of the expected dates set out in the timetable change, Spice will give notice of the change by issuing an announcement to a Regulatory Information Service.
Amendments to Spice's articles
In connection with the Scheme, certain amendments are proposed to be made to Spice's articles of association. The amended articles of association (the "New Articles") will be considered at the General Meeting.
The Scheme Document and the New Articles will be available for inspection at the offices of Eversheds LLP, One Wood Street, London EC2V 7WS and at the registered office of Spice, Wellfield House, Victoria Road, Morley, Leeds LS27 7PA and will also be available to view and download on the Spice home page (www.spiceplc.com).
The Scheme Document will be submitted to the National Storage Mechanism and will also be available for inspection at www.Hemscott.com/nsm.do.
All references in this announcement are to London time.
Unless the context otherwise requires, terms defined in the announcement released on 27 September 2010 in relation to the Acquisition have the same meaning in this announcement.
Enquiries:
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Cilantro Acquisitions |
Tel: +44 (20) 7661 3333 |
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Pascal Heberling |
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Yalin Karadogan |
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Altium (financial adviser to Cilantro Acquisitions) |
Tel: + 44 (20) 7484 4040 |
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Stephen Georgiadis |
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Sam Fuller |
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Investec (financial adviser to Cilantro Acquisitions) |
Tel: +44 (20) 7597 5970 |
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Charles Batten |
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James Rudd |
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HSBC Bank plc (financial adviser to Cilantro Acquisitions) |
Tel: +44 (20) 7991 8888 |
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James Pincus |
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Tulchan Communications (PR adviser |
Tel: +44 (20) 7353 4200 |
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James Bradley |
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Peter Hewer |
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Spice |
Tel: +44 (11) 3 201 2120 |
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Martin Towers (Chief Executive) |
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Oliver Lightowlers (Group Finance Director) |
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Hawkpoint (financial adviser to Spice) |
Tel: +44 (20) 7665 4500 |
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Chris Robinson |
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Christopher Kemball |
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Serge Rissi |
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KBC Peel Hunt (broker to Spice)
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Tel: +44 (20) 7418 8900 |
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Julian Blunt |
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David Anderson |
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Financial Dynamics (PR adviser to Spice) |
Tel: +44 (20) 7831 3113 |
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Billy Clegg |
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Caroline Stewart |
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This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Spice in any jurisdiction in contravention of applicable law. The Acquisition will be made solely through the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in favour of the Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of information in the Scheme Document or any other document by which the Acquisition is made.
Whether or not certain Spice Shares are voted at the Court Meeting or the General Meeting, if the Scheme becomes effective, those Spice Shares will be cancelled pursuant to the Scheme in return for the payment of 70 pence in cash per Spice Share.
Altium, Investec and HSBC Bank plc, each of which are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for Cinven and Cilantro Acquisitions and for no one else in connection with the Acquisition and will not be responsible to anyone other than Cinven or Cilantro Acquisitions for providing the protections afforded to clients of Altium and/or Investec and/or HSBC Bank plc (as applicable) nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.
Hawkpoint, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Spice and for no one else in connection with the Acquisition and will not be responsible to anyone other than Spice for providing the protections afforded to clients of Hawkpoint nor for providing advice in relation to the Acquisition or any matter referred to in this announcement.
KBC Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as corporate broker for Spice and for no one else in connection with the Acquisition and will not be responsible to anyone other than Spice for providing the protections afforded to clients of KBC Peel Hunt nor for providing advice in relation to the Acquisition or any matter referred to in this announcement.
The availability of the Acquisition to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document.
Notice to US holders of Spice Shares
The Scheme relates to the shares of an English company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act and will be governed by English law. Neither the proxy solicitation rules nor the tender offer rules under the US Exchange Act will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included or referred to in this announcement or the Scheme Document, or which may be incorporated by reference into the Scheme Document, has been or will have been prepared in accordance with International Financial Reporting Standards that may not be comparable to the accounting standards applicable to financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Cilantro Acquisitions elects to implement the acquisition of the Spice Shares by way of an Offer, the Offer will be made in compliance with applicable US tender offer and securities laws and regulations.
Spice and Cilantro Acquisitions are each organised under the laws of England. Some or all of the officers and directors of Spice and Cilantro Acquisitions are residents of countries other than the United States. It may not be possible to sue Spice and Cilantro Acquisitions in a non-US court for violations of US securities laws. It may be difficult to compel Spice, Cilantro Acquisitions and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Cilantro Acquisitions or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase Spice Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/pricesnews/home.htm.
Overseas Shareholders
The availability of the Acquisition or the distribution of this announcement to Spice Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Spice Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
Forward-looking statements
This announcement, oral statements made regarding the Acquisition and other information published by Cilantro Acquisitions or Spice may contain certain statements that are or may be forward-looking. These statements are based on the current expectations of the management of Cilantro Acquisitions and/or Spice (as applicable) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects of the Acquisition, the expected timing and scope of the Acquisition, anticipated earnings enhancements, estimated cost savings and other synergies, costs to be incurred in achieving synergies, potential disposals and other strategic options and all other statements in this announcement other than historical facts. Forward-looking statements include, without limitation, statements that typically contain words such as: "will", "may", "should", "could", "continue", "believes", "expects", "intends", "estimates", "anticipates", "aims", "targets", "plans" and "forecasts" or words of similar import. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the ability of the person making the statement to control or estimate precisely, such as future market conditions and the behaviour of other market participants. Other unknown or unpredictable factors could also cause actual results to differ materially from those in the forward looking statements. Therefore investors should not place undue reliance on such statements as a prediction of actual results. Cilantro Acquisitions and Spice assume no obligation and do not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as required pursuant to applicable law.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is, or becomes, "interested" (directly or indirectly) 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. 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 paper offeror and "Dealing Disclosures" must also be made by the offeree company, by any paper 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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Terms in quotation marks 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 under FSMA or consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0)20 7638 0129.
Publication on website
In accordance with Rule 19.11 of the Code, a copy of this announcement will be available free of charge on Spice's website at www.spiceplc.com by no later than 12.00 p.m. (London time) on 11 October 2010.
This information is provided by RNS
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