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Tuesday 23 October, 2018

OSG BidCo Limited

Recommended Cash Offer for Communisis PLC

RNS Number : 8279E
OSG BidCo Limited
23 October 2018
 

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

23 October 2018

RECOMMENDED CASH ACQUISITION

of

Communisis PLC ("Communisis")

by

OSG Bidco Limited ("Bidco")
a wholly-owned indirect subsidiary of OSG Group Holdings, Inc. ("OSG")

Summary

·    The boards of Bidco and Communisis are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Communisis by Bidco. The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

·    Under the terms of the Acquisition, Communisis Shareholders shall be entitled to receive 71 pence in cash for each Communisis Share held, representing a premium of approximately:

·    39.8 per cent. to the closing price per Communisis Share of 50.8 pence on 22 October 2018 (being the latest practicable date prior to publication of this Announcement);

·    40.6 per cent. to the volume weighted average price per Communisis Share of 50.5 pence for the one month period ended 22 October 2018 (being the latest practicable date prior to publication of this Announcement); and

·    38.1 per cent. to the volume weighted average price per Communisis Share of 51.4 pence for the three month period ended 22 October 2018 (being the latest practicable date prior to publication of this Announcement).

·    The Acquisition values the entire issued ordinary share capital of Communisis at approximately £153.8 million on a fully diluted basis.

·    The Communisis Directors, who have been so advised by Moelis & Company as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Communisis Directors, Moelis & Company has taken into account the commercial assessments of the Communisis Directors. Moelis & Company is providing independent financial advice to the Communisis Directors for the purposes of Rule 3 of the Takeover Code.

·    Accordingly, the Communisis Directors intend to recommend unanimously that Communisis Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the Communisis Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 598,200 Communisis Shares representing, in aggregate, approximately 0.3 per cent. of the ordinary share capital of Communisis in issue on 22 October 2018 (being the latest practicable date prior to this Announcement).

·    Bidco has also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Richard Griffiths, Otus Capital Management Limited, and Henderson Global Investors Limited in respect of a total of 67,247,432 Communisis Shares representing, in aggregate, approximately 32.1 per cent. of Communisis' issued ordinary share capital.

·    In addition, Bidco has received letters of intent from Lombard Odier Asset Management (Europe) Limited and Majedie Asset Management Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of 22,136,772 Communisis Shares, representing, in aggregate, approximately 10.6 per cent. of Communisis' issued ordinary share capital.

·    Bidco has therefore received irrevocable undertakings or letters of intent in respect of a total of 89,982,404 Communisis Shares representing, in aggregate, approximately 42.9 per cent. of Communisis' ordinary share capital in issue on 22 October 2018 (being the latest practicable date prior to this Announcement).

·    Further details of these irrevocable undertakings (and the circumstances in which they shall cease to be binding or otherwise fall away) and letters of intent are set out in Appendix III to this Announcement.

·    OSG is a leading independent provider of outsourced omnichannel billing, critical communications and payment solutions, offering a full suite of integrated customer communication and engagement solutions and marketing services. OSG serves approximately 5,400 clients across a diversified set of industries, including the communications, utility, financial services, healthcare, education, insurance and media and publishing sectors.

·    Since 2013, OSG has successfully completed 17 acquisitions that have significantly expanded its scale, proprietary product offering and vertical expertise.

Timetable and Conditions

·    The Acquisition shall be put to Communisis Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Communisis Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Communisis Shares voted. In addition, a special resolution implementing the Scheme must be passed by Communisis Shareholders representing at least 75 per cent. of votes cast at the General Meeting.

·    The Acquisition is subject to the further conditions and terms set out in Appendix I to this Announcement. It is expected that the Scheme will become effective in December 2018.

·    The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting shall be published as soon as practicable and is currently expected to be posted to Communisis Shareholders on 1 November 2018. The Court Meeting and the General Meeting are expected to be held on or around 28 November 2018.

Commenting on the Acquisition, David Gilbertson, Chairman of the Communisis Board, said:

"Communisis has achieved great success as a leading provider of integrated B2B solutions for regulated transactional communication and marketing execution. Its strategic and operational development over the last decade has translated into strong financial performances and shareholder value creation. Whilst the Communisis Board believes that the business would have a promising future as an independent listed company, a combination with OSG will provide Communisis with the scale, global presence and digital technology capabilities to ensure it remains at the forefront of its industry and maximises its future potential. The proposal from OSG reflects these opportunities and represents an attractive opportunity for Communisis Shareholders to crystallise an immediate and certain value in cash for their shareholdings, at a significant premium to current and historical share price trading levels."

Commenting on the Acquisition, Scott Bernstein, Chairman and Chief Executive Officer of OSG, said:

"This is a significant development for our business and we believe that uniting Communisis and OSG will be an important step in building one of the largest and most competitive outsourced customer communications platforms serving businesses globally. We look forward to working with the management team and employees of Communisis to build upon their leading position in the industry. We are excited by the opportunities to strengthen Communisis' platform with our best-in-class operational and integrated analogue and digital communications systems, to enhance their client service, and to enable their clients to better engage with and retain their customers. We also look forward to expanding Communisis' service offering, and offering some of their services to our clients."

This summary should be read in conjunction with the full text of this Announcement. The Acquisition shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which shall be set out in the Scheme Document. Appendix II to this Announcement contains the sources of information and bases of calculations of certain information contained in this Announcement, Appendix III contains a summary of the irrevocable undertakings and letters of intent received in relation to this Acquisition and Appendix IV contains definitions of certain expressions used in this summary and in this Announcement.

Enquiries:




Bidco / OSG (via Brunswick Group)


Scott Bernstein, Chairman and Chief Executive Officer


Kent Herring, Chief Financial Officer




Raymond James (Financial Adviser to Bidco and OSG)


Dominic Emery

+44 (0) 20 3798 5700

Brendan Ryan

+1 617 624 7019

 

Media Enquiries: Brunswick Group
(Financial PR Adviser to Bidco/OSG)

Alex Yankus

+1 212 333 3810



Communisis (via FTI Consulting)


Andrew Blundell, CEO


Steve Rawlins, CFO




Moelis & Company (Financial Adviser to Communisis)

+44 (0) 207 634 3500

Geoffrey Austin


Anthony Doeh




Liberum Capital (Corporate Broker to Communisis)

+44 (0) 20 3100 2000

Neil Patel


Cameron Duncan




Media Enquiries: FTI Consulting (Financial PR

+44 (0) 203 727 1000

Adviser to Communisis)


Alex Le May


Matt Dixon




Eversheds Sutherland (International) LLP are retained as legal adviser to Communisis.

Willkie Farr & Gallagher (UK) LLP are retained as legal adviser to OSG and Bidco.

Important Notices

Raymond James, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Bidco and OSG and no one else in connection with the Acquisition and shall not be responsible to anyone other than Bidco and OSG for providing the protections afforded to clients of Raymond James nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.

Moelis & Company, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Communisis and for no one else in connection with the Acquisition and shall not be responsible to anyone other than Communisis for providing the protections afforded to clients of Moelis & Company nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.

Liberum which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker to Communisis and no-one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Communisis for providing the protections afforded to its clients or for providing broking advice in connection with the subject matter of this Announcement

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, 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.

This Announcement has been prepared for the purpose of complying with English law and the Takeover 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 of jurisdictions outside the United Kingdom.

Communisis shall prepare the Scheme Document to be distributed to Communisis Shareholders. Communisis and Bidco urge Communisis Shareholders to read the Scheme Document when it becomes available because it shall contain important information relating to the Acquisition.

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom 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 Takeover 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 Communisis Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote their Communisis 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 Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UKLA. 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.

Additional Information for US Investors

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 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 tender offer rules. 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. Such a takeover would be made in the United States by Bidco and no one else.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Communisis 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 Communisis 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 Communisis 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 consistent with 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 Communisis 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 OSG, Bidco or Communisis contain statements about OSG, Bidco and Communisis 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", "shall", "anticipates", "estimates", "projects" 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 OSG's, Bidco's or Communisis' operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on OSG's, Bidco's or Communisis' 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, 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 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 or Quantified Financial Benefits Statement

No statement in this Announcement is intended as a profit forecast or estimate or a quantified financial benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Communisis for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Communisis.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 Takeover 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 Panel's website at http://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.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Communisis Shareholders, persons with information rights and other relevant persons for the receipt of communications from Communisis may be provided to Bidco during the offer period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this Announcement shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Communisis' website at www.communisis.com/investors and on OSG's website at http://osgbilling.com/recommended-offer-for-Communisis-plc.asp by no later than 12 noon (London time) on 24 October 2018. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this Announcement.

You may request a hard copy of this Announcement by contacting Sarah Caddy, the Company Secretary of Communisis, on +44 (0) 113 222 6500. 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.

Rounding

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.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, Communisis confirms that as at the date of this Announcement, it has in issue and admitted to trading on the main market of the London Stock Exchange 209,752,860 ordinary shares of 25 pence each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB0006683238.



 

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

23 OCTOBER 2018

RECOMMENDED CASH ACQUISITION

of

Communisis PLC ("Communisis")

by

OSG Bidco Limited ("Bidco")
a wholly-owned indirect subsidiary of OSG Group Holdings, Inc. ("OSG")

1          Introduction

The boards of Bidco and Communisis are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Communisis by Bidco (the "Acquisition"). The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

2          The Acquisition

Under the terms of the Acquisition, which shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, Communisis Shareholders who are on the register of members of Communisis at the Scheme Record Time shall be entitled to receive:

for each Communisis Share              71 pence in cash

The Acquisition values the entire issued ordinary share capital of Communisis at approximately £153.8 million on a fully diluted basis and represents a premium of approximately:

·    39.8 per cent. to the closing price per Communisis Share of 50.8 pence on 22 October 2018 (being the latest practicable date prior to publication of this Announcement);

·    40.6 per cent. to the volume weighted average price per Communisis Share of 50.5 pence for the one month period ended 22 October 2018 (being the latest practicable date prior to publication of this Announcement); and

·    38.1 per cent. to the volume weighted average price per Communisis Share of 51.4 pence for the three month period ended 22 October 2018 (being the latest practicable date prior to publication of this Announcement).

If any further dividend or other distribution is authorised, declared, made or paid in respect of Communisis Shares on or after the date of this Announcement, Bidco reserves the right to reduce the Acquisition Price by the aggregate amount of any such further dividend or other distribution.

It is expected that the Scheme Document shall be published as soon as reasonably practicable which is currently expected to be on 30 October 2018, that the Court Meeting and the General Meeting will be held on or around 28 November 2018 and that the Scheme shall become effective in December 2018.

3          Background to and reasons for the Acquisition

Bidco believes that Communisis has become a leader in the communications and marketing outsourcing industries in the UK, Europe and the Middle East as evidenced by its array of clients and, by advising on, creating and implementing large-scale communications and marketing solutions (both analogue and digital). Bidco also believes that Communisis, with significant investment and access to OSG's array of services, is well placed to take advantage of shifts in its industry which require an integrated product suite of data, digital and print services.

Bidco believes that Communisis represents an attractive opportunity to invest in a well-established business that is reputable for transactional outsourced services and marketing execution services. Bidco believes that there is considerable strategic overlap between the respective businesses of OSG and Communisis and clear opportunities to develop the existing client base on an increasingly international basis.

However, Bidco also believes that in order to maximise its future potential, Communisis would be better suited to a private company environment, where initiatives to improve the performance of the business can be implemented effectively, with appropriate support, capital and assistance from Bidco, free from the requirement to meet the public equity market's shorter-term reporting requirements and expectations, and the costs, constraints and distractions associated with being a listed company.

Bidco believes that the Acquisition also represents an opportunity to advance OSG's strategy to create a global leader in the provision of outsourced client engagement solutions and the Enlarged Group can better serve the enlarged, complementary client base with its broader geographic footprint. Bidco also believes that, with investment, the Acquisition represents an opportunity to grow the Communisis Brand Deployment business beyond its current geographic reach, and achieve greater client penetration in the markets served; and that with investments in automation, and with greater scale, the Enlarged Group will be able to better compete with larger, more focused competitors, that might currently have broader international reach, better market intelligence and purchasing power.

4          Communisis trading update

On 2 August 2018, Communisis announced the interim results of the Communisis Group for the six months ended 30 June 2018. A copy of that announcement is available on the Communisis website at www.communisis.com/investors. The interim results announcement included the following statements on the outlook for the Communisis Group:

"Overall, the strong order book of long-term client commitments plus the new contract wins we are announcing, give us good visibility for the second half. Expectations for the full year are therefore unchanged."

5          Recommendation

The Communisis Directors, who have been so advised by Moelis & Company as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Communisis Directors, Moelis & Company has taken into account the commercial assessments of the Communisis Directors. Moelis & Company is providing independent financial advice to the Communisis Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Communisis Directors intend to recommend unanimously that Communisis Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the Communisis Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 598,200 Communisis Shares representing, in aggregate, approximately 0.3 per cent of the ordinary share capital of Communisis in issue on 22 October 2018 (being the latest practicable date prior to this Announcement).

6          Background to and reasons for the recommendation

Communisis has built leading positions in the regulated transactional communication services and marketing execution services industries over the last decade. Since 2009, Communisis has strengthened significantly, upgrading to best-in-class technology relative to its UK competitors, establishing a track record of client wins and operational success, and developing a substantial international presence. This strategic and operational progress has been reflected in the company's strong financial performance, as it almost doubled its revenue to £376m between 2009 and 2017 and grew its operating profit by a CAGR of 14 per cent. to £21.2m, leading to a total shareholder return of approximately 700 per cent. since 1 January 2010, based on the Acquisition Price.

In 2016, Communisis reorganised its operations into two divisions, Customer Experience and Brand Deployment, to reflect its core focus on regulated transactional communication and marketing execution services. It has become increasingly evident that scale, global reach and digital technology capabilities will be key success factors in the next phase of development for these two service lines and, in March 2018, Communisis launched its Value Enhancement Programme to place greater emphasis on these areas. A combination with OSG would significantly strengthen Communisis in relation to these success factors. OSG's strong US platform combined with Communisis' European network would create a powerful international presence. OSG's digital service offering, deep technological capabilities and scale will enhance Communisis' ability to be at the forefront of its industry.

Although the Communisis Directors believe Communisis would have a strong future as an independent business, they recognise the constraints resulting from Communisis' relative lack of scale in an increasingly global competitive environment and anticipate significant strategic benefits to a combination with OSG. The Communisis Directors believe the Acquisition represents an opportunity for Communisis Shareholders to realise the value of their holdings in cash at an attractive premium, particularly in the context of Communisis' relative lack of liquidity as a small-cap publicly listed company. The Acquisition will allow Communisis Shareholders to crystallise the value of their holdings at a premium of 39.8 per cent. to the Closing Price of a Communisis Share on 22 October 2018, being the last Business Day prior to this Announcement and a premium of 40.6 per cent. to the volume weighted average price per Communisis Share of 50.5 pence during the one month period to 22 October 2018.

Following careful consideration of the above factors, the Communisis Directors believe that the Offer Price of 71 pence per Communisis Share in cash provides attractive value and certainty to Communisis Shareholders, recognising Communisis' market position, its future growth prospects and the risks associated with those prospects.

7          Irrevocable undertakings and letters of intent

Bidco has received irrevocable undertakings from the two Communisis Directors who hold Communisis Shares to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 598,200 Communisis Shares, representing approximately 0.3 per cent. of the ordinary share capital of Communisis in issue on 22 October 2018 (being the latest practicable date prior to this Announcement). Further details of these irrevocable undertakings (including the circumstances in which they shall fall away) are set out in Appendix III to this Announcement.

Bidco has also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Richard Griffiths, Otus Capital Management Limited, and Henderson Global Investors Limited in respect of a total of 67,247,432 Communisis Shares representing, in aggregate, approximately 32.1 per cent. of Communisis' issued ordinary share capital.

 

In addition, Bidco has received letters of intent from Lombard Odier Asset Management (Europe) Limited and Majedie Asset Management Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of 22,136,772 Communisis Shares, representing, in aggregate, approximately 10.6 per cent. of Communisis' issued ordinary share capital.

Bidco has therefore received irrevocable undertakings or letters of intent in respect of a total of 89,982,404 Communisis Shares representing, in aggregate, approximately 42.9 per cent. of Communisis' issued ordinary share capital.

Further details of these irrevocable undertakings and letters of intent are set out in Appendix III to this Announcement.

8          Information on Bidco, OSG and Aquiline Capital Partners

Bidco

Bidco is a wholly-owned indirect subsidiary of OSG.

OSG

OSG is a leading independent provider of outsourced omnichannel billing, critical communications and payment solutions, offering a suite of integrated client communication and engagement solutions and marketing services that allow its clients to reach their own customers through services such as invoice consultation and design, print and mail, electronic billing, presentment and payments solutions, targeted marketing programs, strategies to up-sell and cross-sell products, an automated document factory, proprietary applications to deploy marketing campaigns and online invoice management.

OSG serves approximately 5,400 clients across a diversified set of industries, including the financial services, healthcare, communications, utility, education, insurance and media and publishing sectors. OSG was founded in 1992 and is based in Ridgefield Park, New Jersey, with additional facilities, offices and locations across the United States.

In 2013 OSG was acquired by its employees and management team from its founders. Subsequently, in May 2017, Aquiline Financial Services Fund III L.P., an investment fund managed by Aquiline Capital Partners LLC ("Aquiline"), acquired majority ownership of OSG.

Since 2013, OSG has grown (both organically and as a result of 17 acquisitions) and currently estimates that it will generate approximately $260 million in revenue and approximately $64 million in EBITDA in 2018 on a pro forma basis, taking into account the benefit of acquisitions and organic growth which is not reflected in OSG's 2017 statutory accounts.

Aquiline Capital Partners

Aquiline is a New York-based private equity firm investing globally in financial services enterprises in industries such as banking and credit, financial technology and services, insurance, and investment management and markets.

Aquiline had approximately $3.6 billion of regulatory assets under management at 31 December 2017. Aquiline seeks to add value to its portfolio companies through strategic, operational and financial guidance.

9          Information on Communisis

Communisis is an integrated business services company that drives client value through the provision of increasingly digitally enabled solutions for regulated communication and marketing execution through its two divisions - Customer Experience and Brand Deployment.

The Customer Experience division is involved in the design, creation and delivery of highly effective and integrated customer communications across all direct, digital and social channels; the Brand Deployment division creates, sources, manages and delivers customer communications for its clients across all sectors, channels and geographies.

Communisis has a well-established client roster of leading global brands, with a particular focus on the financial services and fast-moving consumer goods sectors.

Communisis was founded in 1994 and is headquartered in London, UK with offices in 17 countries around the world and employs over 2,000 people.

10        Directors, management, employees and locations

Prior to this Announcement, consistent with market practice, Bidco has been granted access to Communisis' senior management for the purposes of confirmatory due diligence. As a result of such diligence and meetings, Bidco has been able to develop a preliminary strategy that is largely in line with Communisis' Digital First Strategy, as well as other aspects of the Value Enhancement Programme that Communisis launched in March 2018 and subsequently updated as part of its interim results announcement on 2 August 2018 (the "VEP").

The VEP is a three-year plan focused around a series of digital and data-led client initiatives designed to improve on the format and channel flexibility for client communications, building out value-added services (including in data analytics), embracing process innovation to deliver cost efficiency without compromising effectiveness of output and, more broadly, aiming to evidence consistently that Communisis' clients will drive higher returns on their investment with Communisis than they can either with alternative providers or by retaining the activity in house.

Overall, Bidco intends to focus on improving the long-term strategic value of Communisis' businesses to clients, suppliers, and employees. It is expected that, upon completion of the Acquisition, Bidco will benefit from having greater access to the business, employees and clients of Communisis and will be able to formulate more detailed long-term strategic and operational plans, working together with Communisis' management team and taking into account Communisis' broader strategic options.

It is anticipated that more detailed long-term strategic and operational planning, will take place within the six months following the Effective Date and will include plans to grow both divisions of Communisis; further invest in automation and digital services; and attempt to better align employees and management with those more specific initiatives. It is anticipated that the planning will initially focus on OSG supporting the Communisis management team in their efforts potentially to accelerate the delivery of certain key aspects of the VEP, particularly in the areas of multi-channel customer engagement and international expansion.

OSG's management team has a track record of acquiring, enabling and promoting digital services within its acquisitions, as well as sharing its other core automation technologies with acquired companies. Bidco believes that this will enable OSG to accelerate the implementation of the VEP.

In supporting the VEP, OSG will review the end markets and clients of each of Communisis' two divisions to identify existing and new opportunities for additional investment to drive profitable growth. Bidco recognises that Communisis' two divisions are complementary if not directly adjacent and therefore this next stage of planning may result in the development of separate, focused strategies for each of Communisis' two divisions:

The Customer Experience division

Communisis' Customer Experience division's operations are the most directly complementary with the majority of OSG's existing operations and the integration of this division into the Enlarged Group's global platform is therefore likely to be a high priority strategic initiative, with focus on the following areas following the Effective Date:

·    Bidco intends to share with Communisis its platform and technology to see if its utilisation, in whole or in part, might benefit the business and its clients. The primary focus would be the Digital First initiative, and automation of certain back office functions that positively impact the client experience, including work flow and customer billing.

·    The potential to standardise the Enlarged Group onto a single, global platform able to better and more broadly serve enterprise level clients. In doing so, the Enlarged Group would seek to provide a single global client view for its clients.

·    The deployment of OSG's existing technology is anticipated to further automate Communisis' operations and this might result in surplus staff. However, Bidco hopes that investment will yield long-term sustainable growth in the Customer Experience division, and it is possible that any such growth will yield new employment opportunities. Bidco believes that a lack of investment would lead to the increase in the potential for client losses.

·    Communisis' Customer Experience division's organisational structure already closely mirrors OSG's in its focus around industry verticals and the development of multi-channel communication solutions for its clients. Therefore, where OSG and Communisis have complementary industry vertical domain knowledge, Bidco intends to share this actively across the Enlarged Group in order to benefit more fully from its scale and international reach. Communisis' operations have no significant geographic overlap with OSG and this review is not anticipated to create any overlap or duplication which would result in surplus staff.

·    Bidco intends to integrate the Enlarged Group's internal sourcing capabilities to provide greater market intelligence and better purchasing power to benefit clients through economies of scale.

The Brand Deployment division

Communisis' Brand Deployment division has adjacent overlap with Communisis' Customer Experience division and the broader OSG Group and may require its own focused strategy as part of the Enlarged Group. This will be further explored as part of the post-Effective Date review, which will include an assessment of the broader range of strategic options that are open to Communisis' Brand Deployment division.

The initial review will also include the following areas:

·    Accelerating growth of key European accounts: as Communisis' Brand Deployment division has developed a significant pan-European sales infrastructure, there is scope to invest more significantly in local sales teams across key geographies, leveraging this existing infrastructure to accelerate growth. This is anticipated to require investment in headcount and infrastructure in the near term.

·    Investing further in the division's brand personalisation capabilities and promoting cross-selling into the Enlarged Group's international client base, including OSG's clients in the Americas.

·    Growing the Brand Deployment business including providing more automation to its operations.

·    In-depth review of the competitive market standing of the Brand Deployment division.

It is anticipated that Bidco will continue to use the Communisis brand name for at least twelve months after the Effective Date whilst OSG evaluates its overall global branding strategy, which future strategy may or may not include the continued use of Communisis and associated brands.

Bidco attaches great importance to the skills and experience of Communisis' employees, including its management team. Bidco believes that, if the key initiatives are achieved, the Acquisition will generally result in greater opportunities for Communisis' staff as part of the Enlarged Group developing and commercialising its complementary client propositions.

Bidco intends to invest both organically and potentially via acquisitions in retained businesses to further enhance their product offering growth and market positions. Acquisitions could involve smaller companies that fit with existing business areas or larger companies that sit in adjacent segments.

Bidco does not expect any material change in the balance of skills and functions of the employees and management of the Communisis Group. Bidco has no intentions to redeploy the fixed assets of the Communisis Group.

Bidco intends to maintain Communisis' corporate headquarters and headquarters' functions in London.

Once Communisis ceases to be a listed company, a number of corporate and support functions, including PLC-related functions will potentially require reduced headcount. Bidco has not yet developed proposals as to how any such headcount reductions will be implemented and any individuals impacted will be treated in a manner consistent with Communisis' high standards, culture and practices.

The non-executive directors of Communisis intend to resign as directors of Communisis with effect from completion of the Acquisition.

Research and development

Whilst Communisis does not have any research and development expenditure, it carries out internal development activities which, in recent years, have been focused on developing its multichannel communication platform to the benefit of both its Customer Experience and Brand Deployment divisions.

Bidco does not foresee any significant changes to the scope of research and development or internal development activities carried out by Communisis and will continue to support these efforts, bringing its own expertise from the Bidco technology portfolio with the potential to accelerate some of Communisis' existing activities.

Existing rights and pensions

Bidco has given assurances to the Communisis Board that the existing rights and terms and conditions of employment, including pension obligations, of the management and employees of Communisis and its subsidiaries will be fully safeguarded in accordance with applicable law. Bidco also acknowledges and accepts that Communisis will carry out bonus determinations for the financial year ending 31 December 2018 in the ordinary course of business and in line with past practice and, in the case of the Communisis 2018 Discretionary Executive Group Bonus Scheme, in accordance with its current terms.

Communisis operates the Communisis Pension Plan which comprises a defined contribution and defined benefit section. The defined benefit section is closed to all members with no employees accruing further benefits under the plan. Bidco will engage with the trustees of the Communisis Pension Plan to discuss scheme funding. 

Bidco does not intend to make any changes to the current contribution arrangements for the Communisis Group's pension plans and Bidco has already had a constructive meeting with the Chairman of Trustees of the Communisis Pension Plan.

Management incentivisation arrangements

Following the Scheme becoming effective, Bidco intends to review the management, governance and incentive structure of Communisis. Bidco has confirmed that it will adopt and move forward with the pay schemes for all employees currently in place and that annual objectives for bonus eligible employees will be redefined to align with new annual and longer-term strategies. Bidco has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation arrangements with members of Communisis' management, other than to confirm the above statement and to indicate that it may put in place incentive arrangements for certain members of the Communisis management team following completion of the Acquisition to achieve short-term and long-term objectives, commensurate with the position, relative contribution of the individual to the overall company, compensation history, and private company (vs. public company) norms.

Trading facilities

Communisis is currently listed on the premium listing segment of the Official List and, as set out in paragraph 15, a request will be made to the London Stock Exchange to cancel trading in Communisis Shares and de-list Communisis from the Official List and re-register it as a private company.

Views of Communisis Board

In considering the recommendation of the Acquisition to the Communisis Shareholders, the Communisis Directors have given due consideration to Bidco's intentions, as stated above, for the business, management, employees and locations of business of Communisis and the Communisis Pension Plan and its members.

However, in light of Bidco's intention to carry out an evaluation of the Communisis Group and its businesses and Bidco's statement that it has not yet formulated detailed or firm plans or intentions regarding the impact of the Acquisition on the Communisis Group and its businesses, the Communisis Directors are unable to express a more detailed opinion on Bidco's intentions for the business, management, employees and locations of business of Communisis and the Communisis Pension Plan and its members other than the statements made below in this paragraph 10.

The Communisis Directors welcome Bidco's intention that, following completion of the Acquisition, the existing rights and terms and conditions of employment, including pension obligations, of the management and employees of Communisis and its subsidiaries and the members of the Communisis Pension Plan will be fully safeguarded. The Communisis Directors also welcome the anticipated investment in Communisis, the benefits that this might bring to Communisis' clients and the opportunities which this might bring to Communisis' employees.

Whilst the Communisis Directors believe Communisis has a strong future as an independent listed company, they acknowledge the benefits a private company environment may bring with the appropriate support, capital and assistance which Bidco has stated it intends to provide.

11        Communisis Share Plans

Participants in the Communisis Share Plans shall be contacted regarding the effect of the Acquisition on their rights under the Communisis Share Plans and appropriate proposals shall be made to such participants in due course.

After the date of this Announcement, the Remuneration Committee of Communisis has the discretion to grant options pursuant to the Communisis Long Term Incentive Plan 2017 over a total number of Communisis Shares not exceeding 2,486,640 Communisis Shares ("2018 Options"). The performance conditions to be applied to the 2018 Options shall be those that were set by the Remuneration Committee of Communisis in March 2018 when the Remuneration Committee had originally intended to grant the 2018 Options. In accordance with the rules of the Communisis Long Term Incentive Plan 2017, the 2018 Options will become capable of exercise as a result of the Scheme. The Remuneration Committee of Communisis shall assess the extent to which the 2018 Options vest during the period permitted in accordance with the Communisis Long Term Incentive Plan 2017.

The timetable for the implementation of the Scheme will be fixed so as to enable the subsisting options granted under the Communisis Share Plans (to include the 2018 Options) to be exercised to the extent that they have vested (if applicable) immediately after the sanction of the Scheme by the Court and for the resulting Communisis Shares to be issued or transferred in sufficient time to enable such Communisis Shares to be subject to the terms of the Scheme.

Further details of the terms of such proposals shall be included in the Scheme Document.

12        Financing

Bidco is providing the cash consideration payable under the Acquisition through new debt facilities arranged by Barclays Bank plc pursuant to the Bridge Facility Agreement.

It is intended that, prior to completion of the Acquisition, this facility will be syndicated to a broader group of lenders.

Raymond James, Bidco's Financial Adviser, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to Communisis Shareholders under the terms of the Acquisition.

13        Acquisition-related Arrangements

Confidentiality Agreement

OSG and Communisis entered into a confidentiality agreement on 28 August 2018 (the "Confidentiality Agreement") pursuant to which OSG has undertaken to keep confidential information relating to the Communisis Group and not to disclose it to third parties other than permitted recipients. These confidentiality obligations shall remain in force until the earlier of completion of the Acquisition and two years from the date of the Confidentiality Agreement.

The Confidentiality Agreement also contains undertakings from OSG that, for a period of 12 months from the date of the Confidentiality Agreement, OSG shall not solicit or employ certain of Communisis' employees or consultants.

The Confidentiality Agreement also contains customary standstill arrangements pursuant to which OSG has agreed not to acquire Communisis Shares or any interest in any Communisis Shares for a period of 12 months from the date of the Confidentiality Agreement. However, these restrictions fall away immediately following the completion of the Acquisition.

14        Structure of and Conditions to the Acquisition

It is intended that the Acquisition shall be effected by means of a Court-approved scheme of arrangement between Communisis and Communisis Shareholders under Part 26 of the Companies Act.

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued ordinary share capital of Communisis. This is to be achieved by the transfer of the Communisis Shares to Bidco, in consideration for which the Communisis Shareholders who are on the register of members at the Scheme Record Time shall receive cash consideration on the basis set out in paragraph 2 of this Announcement.

The Acquisition is subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document and the Forms of Proxy and will only become effective if, among other things, the following events occur on or before the Long Stop Date or such later date as may be agreed in writing by Bidco and Communisis (with the Panel's consent and as the Court may approve (if such approval(s) are required)):

(i)         the approval of the Scheme by a majority in number of the Communisis Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. in value of the Communisis Shares voted by those Communisis Shareholders;

(ii)        the resolutions required to implement the Scheme being duly passed by Communisis Shareholders representing 75 per cent. or more of votes cast at the Communisis General Meeting;

(iii)       the approval of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Communisis and Bidco); and

(iv)       the delivery of a copy of the Court Order to the Registrar of Companies.

The Acquisition shall lapse if the Scheme does not become effective by the Long Stop Date, provided however that the deadline for the Scheme to become effective may be extended by agreement between Communisis and Bidco.

Upon the Scheme becoming effective, it shall be binding on all Communisis Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.

Further details of the Scheme, including an indicative timetable for its implementation, shall be set out in the Scheme Document. It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document will be published as soon as practicable and it is currently expected that these will be posted to Communisis Shareholders on 1 November 2018. The Court Meeting and the General Meeting will be held on or around 28 November 2018. The Scheme Document and Forms of Proxy will be made available to all Communisis Shareholders at no charge to them.

Pursuant to the terms of the Bridge Facility Agreement, OSG may not waive or amend any term or condition set out in this Announcement where to do so would be materially adverse to the interests of the Lender under the Facilities Agreement, except in certain circumstances including where required by the Takeover Code, the Panel or the court or any applicable law, regulation or regulatory body.

15        De-listing and re-registration

Prior to the Scheme becoming effective, Communisis shall make an application for the cancellation of the listing of Communisis Shares on the Official List and for the cancellation of trading of the Communisis Shares on the London Stock Exchange's main market for listed securities, in each case to take effect from or shortly after the Effective Date. The last day of dealings in Communisis Shares on the main market of the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 p.m. on that date.

On the Effective Date, share certificates in respect of Communisis Shares shall cease to be valid and entitlements to Communisis Shares held within the CREST system shall be cancelled.

It is also proposed that, following the Effective Date and after its shares are de-listed, Communisis shall be re-registered as a private limited company. It is proposed, as part of the application to the Court in connection with the Scheme, to seek an order of the Court pursuant to Section 651 of the Companies Act to re-register Communisis as a private limited company.

16        Dividends

Communisis is not proposing any further interim dividend prior to the Scheme becoming effective. If any further dividend or other distribution is authorised, declared, made or paid in respect of Communisis Shares on or after the date of this Announcement, Bidco reserves the right to reduce the Acquisition Price by the aggregate amount of such further dividend or distribution, in which case the relevant eligible Communisis Shareholders will be entitled to receive and retain such further dividend and/or distribution.

17        Disclosure of interests in Communisis

Save in respect of the irrevocable undertakings referred to in paragraph 7 above and the shareholders referred to in the paragraph immediately below, as at the close of business on 22 October 2018 (being the last practicable date prior to the date of this Announcement), neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Takeover Code) with it has: (i) any interest in or right to subscribe for any relevant securities of Communisis; (ii) any short positions in respect of relevant Communisis Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; (iii) any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code, in relation to Communisis Shares or in relation to any securities convertible or exchangeable into Communisis Shares; nor (iv) borrowed or lent any relevant Communisis Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for any borrowed shares which had been either on-lent or sold.

As at the close of business on 22 October 2018 (being the last practicable date prior to the date of this Announcement), Raymond James Investment Services Limited, an affiliate of Raymond James, was the registered holder of 41,281 Communisis Shares.

'Interests in securities' for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having 'an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

18        General

Bidco reserves the right to elect (with the consent of the Panel) to implement the Acquisition of the Communisis Shares by way of a takeover offer as an alternative to the Scheme. In such event, the Acquisition shall be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation) an acceptance condition set at a level permitted by the Panel).

The Acquisition shall be made subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. A summary of the irrevocable undertakings and letters of intent given in relation to the Acquisition is contained in Appendix III to this Announcement. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.

Moelis & Company and Raymond James have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

19        Documents available on website

Copies of the following documents shall be made available on Communisis' website at www.communisis.com/investors and on OSG's website at http://osgbilling.com/recommended-offer-for-Communisis-plc.asp until the end of the Acquisition:

·    the irrevocable undertakings and letters of intent referred to in paragraph 7 above and summarised in Appendix III to this Announcement;

·    the Confidentiality Agreement; and

·    documents relating to the financing of the Acquisition referred to in paragraph 12 above.

Enquiries:



Bidco / OSG (via Brunswick Group)


Scott Bernstein, Chairman and Chief Executive Officer


Kent Herring, Chief Financial Officer




Raymond James (Financial Adviser to Bidco and OSG)


Dominic Emery

+44 (0) 20 3798 5700

Brendan Ryan

+1 617 624 7019

 

Media Enquiries: Brunswick Group
(Financial PR Adviser to Bidco/OSG

Alex Yankus

+1 212 333 3810





Communisis (via FTI Consulting)


Andrew Blundell, CEO


Steve Rawlins, CFO




Moelis & Company (Financial Adviser to Communisis)

+44 (0) 207 634 3500

Geoffrey Austin


Anthony Doeh




Liberum Capital (Corporate Broker to Communisis)

+44 (0) 20 3100 2000

Neil Patel


Cameron Duncan




Media Enquiries: FTI Consulting (Financial PR

+44 (0) 203 727 1000

Adviser to Communisis)


Alex Le May


Matt Dixon




 

Eversheds Sutherland (International) LLP are retained as legal adviser to Communisis.

Willkie Farr & Gallagher (UK) LLP are retained as legal adviser to OSG and Bidco.

Important Notices

Raymond James, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Bidco and OSG and no one else in connection with the Acquisition and shall not be responsible to anyone other than Bidco and OSG for providing the protections afforded to clients of Raymond James nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.

Moelis & Company, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Communisis and for no one else in connection with the Acquisition and shall not be responsible to anyone other than Communisis for providing the protections afforded to clients of Moelis & Company nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.

Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker to Communisis and no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Communisis for providing the protections afforded to its clients or for providing broking advice in connection with the subject matter of this Announcement.

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, 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.

This Announcement has been prepared for the purpose of complying with English law and the Takeover 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 of jurisdictions outside the United Kingdom.

Communisis shall prepare the Scheme Document to be distributed to Communisis Shareholders. Communisis and Bidco urge Communisis Shareholders to read the Scheme Document when it becomes available because it shall contain important information relating to the Acquisition.

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom 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 Takeover 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 Communisis Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote their Communisis 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 Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UKLA. 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.

Additional Information for US Investors

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 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 tender offer rules. 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. Such a takeover would be made in the United States by Bidco and no one else.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Communisis 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 Communisis 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 Communisis 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 consistent with 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 Communisis 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 OSG, Bidco or Communisis contain statements about Bidco and Communisis 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", "shall", "will", "may", "anticipates", "estimates", "projects" 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 Communisis' operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or Communisis' 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 client relationships, 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 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 or Quantified Financial Benefits Statement

No statement in this Announcement is intended as a profit forecast or estimate or a quantified financial benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Communisis for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Communisis.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 Takeover 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 Panel's website at http://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.

Publication on Website and Availability of Hard Copies

A copy of this Announcement shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Communisis' website at www.communisis.com/investors and on OSG's website at http://osgbilling.com/recommended-offer-for-Communisis-plc.asp by no later than 12 noon (London time) on 24 October 2018. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this Announcement.

You may request a hard copy of this Announcement by contacting Sarah Caddy, the Company Secretary of Communisis, on +44 (0) 113 222 6500. 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.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Communisis Shareholders, persons with information rights and other relevant persons for the receipt of communications from Communisis may be provided to Bidco during the offer period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Rounding

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.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, Communisis confirms that as at the date of this Announcement, it has in issue and admitted to trading on the main market of the London Stock Exchange 209,752,860 ordinary shares of 25 pence each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB0006683238.

 


Appendix I
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION

Part A: Conditions to the Scheme and the Acquisition

The Acquisition shall be conditional upon the Scheme becoming unconditional and effective, subject to the Takeover Code, by not later than the Long Stop Date or such later date (if any) as Bidco and Communisis may agree and as the Panel and (if required) the Court may allow.

1.         The Scheme shall be subject to the following conditions:

(a)        its approval by a majority in number of the Communisis Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. or more in value of the Communisis Shares voted by those Communisis Shareholders;

(b)        the resolutions required to implement the Scheme being duly passed by Communisis Shareholders representing 75 per cent. or more of votes cast at the Communisis General Meeting; and

(c)        the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Communisis and Bidco) and the delivery of a copy of the Court Order to the Registrar of Companies.

2.         In addition, subject as stated in Part B below and to the requirements of the Panel, the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Notifications, waiting periods and Authorisations

(a)        all material notifications, filings or applications which are necessary or are reasonably considered appropriate or desirable by Bidco having been made in connection with the Acquisition and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Acquisition and all Authorisations deemed reasonably necessary or appropriate by Bidco in any jurisdiction and, except pursuant to Chapter 3 of Part 28 of the Companies Act, in respect of the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Communisis or any other member of the Wider Communisis Group by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Communisis Group or the Wider Bidco Group has entered into contractual arrangements and, to the extent that the Acquisition or such acquisitions would result in the termination or withdrawal of a material Authorisation, all such Authorisations necessary to carry on the business of any member of the Wider Communisis Group in any jurisdiction which is material in the context of the Wider Communisis Group having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

General antitrust and regulatory

(b)        no antitrust regulator or Third Party having given notice of a decision to take, institute or implement any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to, in any case to an extent or in a manner which is or would be material in the context of the Wider Communisis Group taken as a whole or in the context of the Acquisition:

(i)         require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider Communisis Group of all or any material part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(ii)        except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Bidco Group or the Wider Communisis Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Communisis Group or any asset owned by any Third Party (other than in the implementation of the Acquisition);

(iii)       impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Communisis or on the ability of any member of the Wider Communisis Group or any member of the Wider Bidco Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Communisis Group;

(iv)       otherwise adversely affect any or all of the business, assets or profits of any member of the Wider Communisis Group or any member of the Wider Bidco Group;

(v)        result in any member of the Wider Communisis Group or any member of the Wider Bidco Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vi)       make the Acquisition, its implementation or the acquisition of any shares or other securities in, or control or management of, Communisis by any member of the Wider Bidco Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise materially prevent or prohibit, restrict, restrain, or delay or otherwise to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Communisis by any member of the Wider Bidco Group;

(vii)      require, prevent or materially delay a divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider Communisis Group or any member of the Wider Bidco Group; or

(viii)     impose any material limitation on the ability of any member of the Wider Bidco Group of any member of the Wider Communisis Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider Communisis Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, or implement any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Communisis Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(c)        except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Communisis Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in Communisis, could or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider Communisis Group taken as a whole:

(i)         any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Communisis Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)        save in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any member of the Wider Communisis Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii)       any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Communisis Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv)       any liability of any member of the Wider Communisis Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(v)        the rights, liabilities, obligations, interests or business of any member of the Wider Communisis Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Communisis Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi)       any member of the Wider Communisis Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vii)      the value of, or the financial or trading position of, any member of the Wider Communisis Group being prejudiced or adversely affected; or

(viii)     the creation or acceleration of any liability (actual or contingent) of any member of the Wider Communisis Group other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition,

and, except as Disclosed, no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Communisis Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably result in any of the events or circumstances as are referred to in Conditions (c)(i) to (viii), in each case to the extent material in the context of the Wider Communisis Group taken as a whole;

Certain events occurring since 31 December 2017

(d)        except as Disclosed, no member of the Wider Communisis Group having since 31 December 2017:

(i)         issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Communisis Shares out of treasury (except, where relevant, as between Communisis and wholly owned subsidiaries of Communisis or between the wholly owned subsidiaries of Communisis and except for the issue or transfer out of treasury of Communisis Shares on the exercise of employee share options under the Communisis Share Plans);

(ii)        recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Communisis to Communisis or any of its wholly owned subsidiaries;

(iii)       other than pursuant to the Acquisition (and except for transactions between Communisis and its wholly owned subsidiaries or between the wholly owned subsidiaries of Communisis and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Communisis Group taken as a whole;

(iv)       except for transactions between Communisis and its wholly owned subsidiaries or between the wholly owned subsidiaries of Communisis and except for transactions in the ordinary course of business disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v)        (except for transactions between Communisis and its wholly owned subsidiaries or between the wholly owned subsidiaries of Communisis) issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which is material in the context of the Wider Communisis Group as a whole;

(vi)       entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the Wider Communisis Group;

(vii)      entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Communisis Group, except for (in each case) salary increases, bonuses or variations of terms in the ordinary course;

(viii)     proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Communisis Group;

(ix)       purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(x)        except in the ordinary course of business, waived, compromised or settled any claim;

(xi)       except in the ordinary course of business, terminated or varied the terms of any agreement or arrangement between any member of the Wider Communisis Group and any other person;

(xii)      except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to:

(a)        the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider Communisis Group for its directors, employees or their dependants;

(b)        the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(c)        the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(d)        the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to;

(xiii)     been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xiv)     (other than in respect of a member of the Wider Communisis Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xv)      (except for transactions between Communisis and its wholly owned subsidiaries or between the wholly owned subsidiaries) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvi)     entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities which would be restrictive on the business of any member of the Wider Communisis Group; or

(xvii)    entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (d), which, in any such case, is material in the context of the Wider Communisis Group taken as a whole;

No adverse change, litigation or similar

(e)        except as Disclosed, since 31 December 2017 there having been:

(i)         no adverse change and no circumstance having arisen which would or might be expected to result in any adverse change in, the business, assets, financial or trading position or profits or operational performance of any member of the Wider Communisis Group which is material in the context of the Wider Communisis Group taken as a whole;

(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Communisis Group or to which any member of the Wider Communisis Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider Communisis Group, in each case which is or might reasonably be expected to have a material adverse effect on the Wider Communisis Group taken as a whole;

(iii)       no contingent or other liability having arisen or become apparent to Bidco or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider Communisis Group to an extent which is or might reasonably be expected to be material in the context of the Wider Communisis Group taken as a whole; and

(iv)       no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Communisis Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is or might reasonably be expected to have a material adverse effect on the Wider Communisis Group taken as a whole;

No discovery of certain matters regarding information, liabilities and environmental issues

(f)         except as Disclosed, Bidco not having discovered, and, in each case to an extent which is material in the context of the Wider Communisis Group taken as a whole, that:

(i)         any financial, business or other information concerning the Wider Communisis Group publicly announced prior to this date of this Announcement or disclosed at any time to any member of the Wider Bidco Group by or on behalf of any member of the Wider Communisis Group prior to the date of this Announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case to a material extent;

(ii)        any past or present member of the Wider Communisis Group has not complied in any material respect with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Communisis Group, in each case to an extent which is material in the context of the Wider Communisis Group taken as a whole;

(iii)       there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Communisis Group;

(iv)       there is or is reasonably likely to be any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Communisis Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto; or

(v)        circumstances exist (whether as a result of making the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider Communisis Group would be likely to be required to institute), an environment audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Wider Communisis Group (or on its behalf) or by any person for which a member of the Wider Communisis Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, which is material in the context of the Wider Communisis Group taken as a whole;

Anti-corruption

(vi)       any member of the Wider Communisis Group or any person that performs or has performed services for or on behalf of any such company is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation; or

(vii)      any member of the Wider Communisis Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations (2006) (each as amended); or

(viii)     any past or present member of the Wider Communisis Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governments or supranational body or authority in any jurisdiction;

No criminal property

(ix)       any asset of any member of the Wider Communisis Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B: Certain further terms of the Acquisition

3.         Subject to the requirements of the Panel, Bidco reserves the right to waive in whole or in part, all or any of the above Conditions 2(a) to (f) (inclusive).

4.         If Bidco is required by the Panel to make an offer for Communisis Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

5.         The Acquisition shall lapse if the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the Regulation and there is then a CMA Phase 2 Reference before the date of the Court Meeting.

6.         Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 2(a) to (f) (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

7.         The Communisis Shares acquired under the Acquisition shall be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made, on or after the date of this Announcement.

8.         If, on or after the date of this Announcement, any further dividend or other distribution is declared, paid or made or becomes payable by Communisis, Bidco reserves the right (without prejudice to any right of Bidco, with the consent of the Panel, to invoke Condition 2(d)(ii) above) to reduce the consideration payable under the Acquisition by the aggregate amount of such further dividend or distribution, and accordingly reduce the Acquisition Price, in which case, the relevant eligible Communisis Shareholders will be entitled to receive and retain such further dividend and/or distribution. Furthermore, Bidco reserves the right to reduce the consideration payable under the Acquisition in respect of a Communisis Share in such circumstances as are, and by such amount as is, permitted by the Panel.

If any such further dividend or distribution occurs, any reference in this Announcement to the consideration payable or the Acquisition Price shall be deemed to be a reference to the consideration or Acquisition Price as so reduced. If such reduction occurs, notwithstanding the terms on which the Communisis Shares are expressed to be acquired by Bidco pursuant to the Acquisition in Appendix I, the Communisis Shares shall be acquired by or on behalf of Bidco pursuant to the Acquisition together with all rights now and hereafter attaching to such shares including, without limitation, voting rights and the right to receive and retain in full all further dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made, on or after the date of this Announcement, if applicable.

To the extent that such a further dividend or distribution has been declared, paid, made or is payable, and is or shall be: (i) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive the further dividend or distribution and to retain it; or (ii) cancelled, the consideration payable and the Acquisition Price shall not be subject to change in accordance with this paragraph.

Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

9.         Bidco reserves the right to elect (with the consent of the Panel to implement the Acquisition by way of a takeover offer. In such event, the Acquisition shall be implemented on substantially the same terms, so far as applicable, as those which would apply to a Scheme, subject to appropriate amendments, including (without limitation) an acceptance condition at a level permitted by the Panel.

10.       The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

11.       The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

12.       The Acquisition is governed by the law of England and Wales and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UKLA.

13.       Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.



 

Appendix II
SOURCES OF INFORMATION AND BASES OF CALCULATION

1.   The value placed by the Acquisition on the existing issued share capital of Communisis is based on 209,752,860 Communisis Shares in issue on 22 October 2018, being the last dealing day prior to the date of this Announcement.

 

2.   The value of the Acquisition on a fully diluted basis has been calculated on the basis of a fully diluted issued share capital of 218,138,190 Communisis Shares, which is calculated by reference to 209,752,860 Communisis Shares in issue on 22 October 2018 and a further 8,385,330 Communisis Shares which, as at 22 October 2018, may be issued on or after the date of this Announcement on the exercise of options under the Communisis Share Plans (taking into account the exercise by Communisis' remuneration committee of applicable discretions) and on the basis that all subsisting options under the Communisis Sharesave Scheme will be exercised immediately following the sanction of the Scheme by the Court. The fully diluted equity value of £153.8 million is net of approximately £1.1 million of proceeds from the exercise of the options under the Communisis Sharesave Scheme at their respective strike prices.

 

3.   Unless otherwise stated, all prices and closing prices for Communisis Shares are closing middle market quotations derived from the Daily Official List of the London Stock Exchange.

 

4.   Volume weighted average prices have been derived from S&P Capital IQ and have been calculated as the average of the intra-day volume weighted price per Communisis share over the reference period.

 

5.   Unless otherwise stated, the financial information relating to Communisis is extracted from the audited final results of the Communisis Group for the financial year to 31 December 2017, prepared in accordance with IFRS.

 

6.   Certain figures included in this Announcement have been subject to rounding adjustments.



 

Appendix III
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

Communisis Directors' Irrevocable Undertakings

Name of Communisis Director

Number of Communisis Shares in respect of which undertaking is given

Percentage of Communisis issued share capital

Andrew Blundell

405,200

0.19%

David Gilbertson

193,000

0.09%

These irrevocable undertakings also extend to any shares acquired by the Communisis Directors as a result of the exercise of options under the Communisis Share Plans.

These irrevocable undertakings remain binding in the event a higher competing offer is made for Communisis and will only cease to be binding if:

·    Bidco announces, with the consent of the Panel and before the Scheme Document is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme of arrangement (or Takeover Offer) is announced by Bidco in accordance with Rule 2.7 of the Takeover Code at the same time; or

·    the Scheme (or Takeover Offer, as applicable) is withdrawn with the consent of Bidco or lapses in accordance with its terms, excluding where:

·    the Scheme is withdrawn or lapses as a result of Bidco exercising its right to implement the Acquisition by way of a Takeover Offer rather than a scheme of arrangement; or

·    the lapse or withdrawal either is not, in the case of a withdrawal, confirmed by Bidco or is followed within five Business Days by an announcement under Rule 2.7 of the Takeover Code by Bidco (or a person acting in concert with it) to implement the Acquisition either by a new, revised or replacement scheme of arrangement or a Takeover Offer.



 

Other Communisis Shareholders

Irrevocable Undertakings

Name of Communisis Shareholder giving undertaking

Number of Communisis Shares in respect of which undertaking is given

Percentage of Communisis issued share capital

Richard Griffiths(1)

39,300,702

18.74%

Otus Capital Management Limited

15,287,114

7.29%

Henderson Global Investors Limited

12,659,616

6.04%

(1) Comprising 32,800,425 Communisis Shares held in the name of Forest Nominees Limited A/C GC1 and 6,500,277 Communisis Shares held in the name of Huntress (CI) Nominees Limited.

Richard Griffiths

The irrevocable undertakings from Richard Griffiths cease to be binding if (i) the Acquisition has not been concluded by 31 January 2019; (ii) Bidco announces, with the consent of the Panel and before the Scheme Document is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme of arrangement (or Takeover Offer) is announced by Bidco in accordance with Rule 2.7 of the Takeover Code; (iii) the Scheme (or Takeover Offer, as applicable) is withdrawn with the consent of Bidco or lapses in accordance with its terms, excluding where the Scheme is withdrawn or lapses as a result of Bidco exercising its right to implement the Acquisition by way of a Takeover Offer rather than a scheme of arrangement; or (iv) a competing offer for all the issued share capital of Communisis is announced under Rule 2.7 of the Takeover Code, where the value of the consideration per Communisis Share offered under the competing offer exceeds the value of the consideration per Communisis Share under the Acquisition by at least 10 per cent at that time.

These irrevocable undertakings prevent Richard Griffiths from selling all or any part of the Communisis Shares that are subject to the undertaking except where Richard Griffiths is (in his sole opinion) required to do so by applicable law or regulation, in each case provided that Richard Griffiths has first used reasonable endeavours to procure that the transferee, recipient or beneficiary of such Communisis Shares enters into an undertaking with Bidco on substantially the same terms as Otus's irrevocable undertaking.

Otus Capital Management Limited

The irrevocable undertaking from Otus Capital Management Limited ("Otus") ceases to be binding if (i) the Acquisition has not been concluded by 31 January 2019; (ii) Bidco announces, with the consent of the Panel and before the Scheme Document is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme of arrangement (or Takeover Offer) is announced by Bidco in accordance with Rule 2.7 of the Takeover Code; (iii) the Scheme (or Takeover Offer, as applicable) is withdrawn with the consent of Bidco or lapses in accordance with its terms, excluding where the Scheme is withdrawn or lapses as a result of Bidco exercising its right to implement the Acquisition by way of a Takeover Offer rather than a scheme of arrangement; or (iv) a competing offer for all the issued share capital of Communisis is announced under Rule 2.7 of the Takeover Code, where the value of the consideration per Communisis Share offered under the competing offer exceeds the value of the consideration per Communisis Share under the Acquisition by at least 10 per cent at that time.

This irrevocable undertaking prevents Otus from selling all or any part of the Communisis Shares that are subject to the undertaking except where Otus is (in its sole opinion) required to do so by applicable law or regulation, in each case provided that Otus has first used reasonable endeavours to procure that the transferee, recipient or beneficiary of such Communisis Shares enters into an undertaking with Bidco on substantially the same terms as Otus's irrevocable undertaking.

Henderson Global Investors Limited

The irrevocable undertaking from Henderson Global Investors Limited ("Henderson") ceases to be binding if: (i) the Acquisition has not been concluded by 31 December 2018; (ii) Bidco announces, with the consent of the Panel and before the Scheme Document is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme of arrangement (or Takeover Offer) is announced by Bidco in accordance with Rule 2.7 of the Takeover Code; (iii) the Scheme (or Takeover Offer, as applicable) is withdrawn with the consent of Bidco or lapses in accordance with its terms, excluding where the Scheme is withdrawn or lapses as a result of Bidco exercising its right to implement the Acquisition by way of a Takeover Offer rather than a scheme of arrangement; or (iv) a competing offer for all the issued share capital of Communisis is announced under Rule 2.7 of the Takeover Code, where the value of the consideration per Communisis Share offered under the competing offer exceeds the value of the consideration per Communisis Share under the Acquisition by at least 10 per cent at that time.

This irrevocable undertaking prevents Henderson from selling all or any part of the Communisis Shares that are subject to the undertaking except where (i) Henderson's client has terminated their professional relationship with Henderson in respect of such Communisis Shares, (ii) Henderson's relationship continues with the client but the investment mandate is no longer consistent with Henderson holding such Communisis Shares, (iii) Henderson is instructed otherwise by their client in respect of such Communisis Shares, or (iv) Henderson is (in its sole opinion) required to do so by applicable law or regulation, in each case provided that Henderson has first used reasonable endeavours to procure that the transferee, recipient or beneficiary of such Communisis Shares enters into an undertaking with Bidco on substantially the same terms as Henderson's irrevocable undertaking.

Letters of intent

Name of Communisis Shareholder giving letter of intent

Number of Communisis Shares in respect of which letter of intent is given

Percentage of Communisis issued share capital

Lombard Odier Asset Management (Europe) Limited

13,898,990

6.63%

Majedie Asset Management Limited

8,237,782

3.93%



 

Appendix IV
DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

"Acquisition"

the direct or indirect acquisition by Bidco of the entire issued and to be issued ordinary share capital of Communisis, to be effected by means of the Scheme (or by way of the Takeover Offer under certain circumstances described in this Announcement), and, where the context admits, any subsequent revision, variation, extension or renewal thereof;

"Acquisition Price"

71 pence per Communisis Share;

"Announcement"

this announcement;

"Authorisations"

regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals;

"Bidco"

OSG Bidco Limited, a private limited company incorporated in England and Wales with registered number 11617843;

"Bidco's Financial Adviser"

Raymond James;

"Bridge Facility Agreement"

the bridge facility agreement entered into between, amongst others, Bidco, OSG Intermediate Holdings, Inc. and the Lender to provide funding for the Acquisition;

"Business Day"

a day (other than Saturdays, Sundays and public holidays in the UK) on which banks are open for business in the City of London;

"CAGR"

compound annual growth rate

"Communisis"

Communisis PLC, a public limited company incorporated in England and Wales with registered number 02916113;

"Communisis Directors" or "Communisis Board"

the directors of Communisis;

"Communisis Group"

Communisis and its subsidiary undertakings and, where the context permits, each of them;

"Communisis Shareholders" or "Shareholders"

the holders of Communisis Shares;

"Communisis Shares"

the existing unconditionally allotted or issued and fully paid ordinary shares with a nominal value of 25 pence each in the capital of Communisis and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes effective;

"Communisis Share Plans"

the Communisis PLC Long Term Incentive Plan 2007, the Communisis PLC Long Term Incentive Plan 2017 and the Communisis PLC Sharesave Scheme;

"Companies Act"

the Companies Act 2006, as amended;

"Conditions"

the conditions to the implementation of the Acquisition, as set out in Appendix I to this Announcement and to be set out in the Scheme Document;

"Confidentiality Agreement"

the confidentiality agreement between OSG and Communisis dated 28 August 2018;

"Court"

the High Court of Justice in England and Wales;

"Court Meeting"

the meeting of Communisis Shareholders to be convened pursuant to an order of the Court under the Companies Act for the purpose of considering and, if thought fit, approving the Scheme, including any adjournment or reconvening thereof;

"Court Order"

the order of the Court sanctioning the Scheme;

"CREST"

the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear;

"Daily Official List"

the Daily Official List published by the London Stock Exchange;

"Dealing Disclosure"

has the same meaning as in Rule 8 of the Takeover Code;

"Disclosed"

the information fairly disclosed by, or on behalf of Communisis: (i) in the annual report and financial statements of the Communisis Group for the financial year ended 31 December 2017; (ii) in this Announcement; (iii) in any other announcement to a Regulatory Information Service by, or on behalf of Communisis prior to the date of this Announcement; (iv) filings made with the Registrar of Companies and appearing in Communisis Group's files at Companies House within the last two years; or (v) to Bidco (or its respective officers, employees or advisers) in writing prior to the date of this Announcement (including in the electronic data room created by or on behalf of Communisis in respect of the Acquisition);

"Effective Date"

the date on which: (i) the Scheme becomes effective or (ii) if Bidco elects to implement the Acquisition by way of a Takeover Offer, the date on which such Takeover Offer becomes or is declared unconditional in all respects;

"Enlarged Group"

the OSG Group and Communisis Group;

"Euroclear"

Euroclear UK and Ireland Limited;

"FCA" or "Financial Conduct Authority"

the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000;

"Forms of Proxy"

the forms of proxy in connection with each of the Court Meeting and the General Meeting, which will accompany the Scheme Document;

"General Meeting"

the general meeting of Communisis Shareholders (including any adjournment thereof) to be convened in connection with the Scheme;

"IFRS"

International Financial Reporting Standards;

"Lender"

Barclays Bank plc;

"Liberum"

Liberum Capital Limited;

"Listing Rules"

the rules and regulations made by the Financial Conduct Authority in its capacity as the UKLA under the Financial Services and Markets Act 2000, and contained in the UKLA's publication of the same name;

"London Stock Exchange"

London Stock Exchange plc;

"Long Stop Date"

31 January 2019;

"Moelis & Company"

Moelis & Company UK LLP;

"Official List"

the Official List maintained by the UKLA;

"Opening Position Disclosure"

has the same meaning as in Rule 8 of the Takeover Code;

"OSG"

OSG Group Holdings, Inc.;

"OSG Group"

OSG and its subsidiary undertakings, including Bidco;

"Overseas Shareholders"

Communisis Shareholders (or nominees of, or custodians or trustees for Communisis Shareholders) not resident in, or nationals or citizens of the United Kingdom;

"Panel"

the Panel on Takeovers and Mergers;

"Raymond James"

Raymond James Financial International Limited;

"Registrar of Companies"

the Registrar of Companies in England and Wales;

"Regulation"

has the meaning given to it in paragraph 2(a) of Appendix I to this Announcement;

"Regulatory Information Service"

any of the services set out in Appendix I to the Listing Rules;

"Restricted Jurisdiction"

any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if the Acquisition is extended or made available in that jurisdiction or if information concerning the Acquisition is made available in that jurisdiction;

"Scheme"

the proposed scheme of arrangement under Part 26 of the Companies Act between Communisis and the Communisis Shareholders in connection with the Acquisition, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Communisis and Bidco;

"Scheme Document"

the document to be sent to Communisis Shareholders containing, amongst other things, the Scheme and the notices convening the Court Meeting and the General Meeting;

"Scheme Record Time"

the time and date specified in the Scheme Document, expected to be 8.00 p.m. on the second Business Day immediately prior to the Effective Date;

"Significant Interest"

in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking;

"Takeover Code"

the City Code on Takeovers and Mergers;

"Takeover Offer"

should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued share capital of Communisis and, where the context admits, any subsequent revision, variation, extension or renewal of such takeover offer;

"Third Party"

each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction;

"UKLA"

the UK Listing Authority, being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000;

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland;

"United States" or "US"

the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof;

"US Exchange Act"

the US Securities Exchange Act of 1934, as amended;

"VEP"

the Value Enhancement Programme that Communisis launched in March 2018 and subsequently provided an update on as part of its interim results announcement on 2 August 2018;

"Wider Bidco Group"

Bidco, OSG and their respective associated undertakings and any other body corporate, partnership, joint venture or person in which Bidco or OSG and all such undertakings (aggregating their interests) have a Significant Interest; and

"Wider Communisis Group"

Communisis and associated undertakings and any other body corporate, partnership, joint venture or person in which Communisis and such undertakings (aggregating their interests) have a Significant Interest.

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to "Euros", "EUR" and "" are to the lawful currency of the member states of the European Union that adopt a single currency in accordance with the Treaty establishing the European Community as amended by the Treaty on the European Union.

All references to "US$", "$" and "US Dollars" are to the lawful currency of the United States.

All the times referred to in this Announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

 

 


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 [email protected] or visit www.rns.com.
 
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