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Murgitroyd Group PLC (MUR)

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Friday 08 November, 2019

Murgitroyd Group PLC

Correction of CREST participant ID

RNS Number : 8641S
Murgitroyd Group PLC
08 November 2019
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY

OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD

CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH

JURISDICTION

 

FOR IMMEDIATE RELEASE

 

RECOMMENDED CASH ACQUISITION

 

of

 

Murgitroyd Group PLC

 

By

 

Project Petra Bidco Limited

 

a newly incorporated entity indirectly controlled by funds managed by Sovereign Capital Partners LLP

 

to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006

 

Correction of CREST participant ID

 

Further to the announcement made on 30 October 2019, the Directors of Murgitroyd have noted an error in the Scheme Document which was posted to Murgitroyd Shareholders, persons with information rights and other relevant persons for the receipt of communication from Murgitroyd.

Within pages 9, 74 and 77 of the Scheme Document, Link Asset Services' CREST participant ID, which is required for voting instructions made using CREST, is incorrectly stated as RA1Q. The participant ID is in fact RA10.

Capitalised terms in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document. Copies of this Announcement and the Scheme Document will be available free of charge (subject to certain restrictions relating to persons in Restricted Jurisdictions) on Murgitroyd's website at www.murgitroydgroup.com up to and including the Effective Date. The contents of this website are not incorporated into, and do not form part of, this announcement.

 

Enquiries:


Murgitroyd

Tel: +44 (0) 141 307 8400

Edward Murgitroyd / Keith Young


Nplus1 Singer (Financial Adviser, Joint Rule 3 Adviser and Broker to Murgitroyd)

Sandy Fraser / George Tzimas / Amanda Gray

 

Tel: +44 (0) 207 496 3000

Deloitte (Financial Adviser and Joint Rule 3 Adviser to Murgitroyd)


Chris Nicholls / Gavin Hood / Craig Lukins / Roger Mayor

Tel: +44 (0) 207 936 3000

Media and Investor Enquiries:


TB Cardew (Public Relations Advisers to Murgitroyd)

Tel: +44 (0) 207 930 0777

Nadja Vetter




 

Important notices

Nplus1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to Murgitroyd and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than Murgitroyd for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

Deloitte is acting for Murgitroyd and no-one else in connection with the Acquisition and will not be responsible to anyone other than Murgitroyd for providing the protections offered to clients of Deloitte or for providing advice in relation to the Acquisition. Deloitte is authorised and regulated in the United Kingdom by the Financial Conduct Authority in respect of regulated activities. Deloitte can be contacted at its principal office: 1 New Street Square, London EC4A 3HQ.

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer, invitation, inducement or the solicitation of an offer to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction (pursuant to the Acquisition or otherwise) nor shall there be any sale, issuance or transfer of any securities pursuant to the Acquisition in any jurisdiction in contravention of any applicable laws.

The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, any document by which the Takeover Offer is made), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme and the Special Resolution proposed at the General Meeting. Any decision, vote or other response in respect of the Acquisition should be made only on the basis of information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, any document by which the Takeover Offer is made). Murgitroyd will prepare the Scheme Document to be distributed to Murgitroyd Shareholders at no cost to them. Murgitroyd Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it becomes available because it will contain important information relating to the Acquisition.

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

This Announcement has been prepared for the purpose of complying with Scots law and the 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.

No person should construe the contents of this announcement as legal, financial or tax advice and any interested person should consult its own advisers in connection with such matters.

Overseas jurisdictions

The release, publication or distribution of this Announcement in certain jurisdictions other than the United Kingdom may be restricted by law and the ability of Murgitroyd Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be restricted by the laws and/or regulations of those jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares with respect to the Scheme at the Court Meeting or with respect to the Special Resolution at the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting and/or General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located.  Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or Murgitroyd Shareholders who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements in their jurisdiction. To the fullest extent permitted by applicable law, the Bidco Group and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

The Acquisition will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction and no person may vote in favour of the Acquisition by any 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 any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

The receipt of cash pursuant to the Acquisition by Murgitroyd Shareholders in overseas jurisdictions may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each such Murgitroyd Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Acquisition.

Further details in relation to Murgitroyd Shareholders in overseas jurisdictions will be contained in the Scheme Document.

Notice to US investors

Murgitroyd Shareholders in the United States should note that the Acquisition relates to the securities of a company organised under the laws of Scotland and is proposed to be effected by means of a scheme of arrangement under the Companies Act.  This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with Scots law, the Code and UK disclosure requirements, format and style applicable to a scheme of arrangement, all of which differ from those in the United States.  A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.  Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom under the Code to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules.  However, Bidco reserves the right to implement the Acquisition by means of a Takeover Offer for the entire issued share capital of Murgitroyd as an alternative to a scheme of arrangement.

The information contained in this document has neither been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon the fairness or merits of the proposal contained in this document or determined the adequacy or accuracy of the information contained herein.  Any representation to the contrary is a criminal offence in the United States.

Murgitroyd's financial statements, and all financial information that is included in this Announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.  US generally accepted principals differ in certain respects from International Financial Reporting Standards.  None of the financial information in this document has been audited in accordance with the auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board of 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 securities laws and regulations, including to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance with the Code.  Such a Takeover Offer would be made in the United States by Bidco and no one else.  Accordingly, the Acquisition would be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

The receipt of cash pursuant to the Acquisition by a Murgitroyd Shareholder in the United States as consideration for the transfer of its Murgitroyd Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under any applicable United States state and local income tax laws.  Each Murgitroyd Shareholder in the United States is urged to consult his independent professional tax or legal adviser immediately regarding the US federal, state and local income and non-income tax consequences of the Acquisition applicable to him as well as any consequences arising under the laws of any other taxing jurisdiction.

It may be difficult for Murgitroyd Shareholders in the United States to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Murgitroyd are located in a country other than the US, and some or all of their officers and directors are residents of countries other than the US.  Murgitroyd Shareholders in the United States 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) under the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Murgitroyd outside such a Takeover Offer during the period in which such a Takeover Offer would remain open for acceptance.  If such purchases or arrangements to purchase were to be made, they would occur outside the US either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including to the extent applicable, the US Exchange Act and the Code.   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 of the London Stock Exchange and will be available on the London Stock Exchange website at www.londonstockexchange.com.  This information will be publicly disclosed in the US to the extent that such information is made public in the UK.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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) of the Code applies must be made by no later than 3:30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th Business Day following the announcement in which any 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 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 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will normally be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any 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 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and availability of hard copies

A copy of this Announcement and the display documents required to be published pursuant to Rules 26.1 and 26.2 of the Code will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Murgitroyd's website at www.murgitroydgroup.com by no later than 12 noon (London time) on the Business Day following this Announcement. Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

Any person who is required to be sent a copy of this Announcement under the Code, and who has not received a hard copy of it, may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement) by submitting a request by telephone to Link Asset Services on +44 (0)37 1664 0321 during normal business hours. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Save as otherwise referred to above, a hard copy of this Announcement will not be sent unless requested.  Any such person may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form.   

Relevant securities in issue

In accordance with Rule 2.9 of the Code, Murgitroyd confirms that, as at the Last Practicable Date, its current issued share capital comprises 9,009,347 ordinary shares of 10 pence each. Murgitroyd does not hold any Murgitroyd Shares in treasury. The International Securities Identification Number for Murgitroyd Shares is GB0031067456.

Electronic communications

Please be aware that all addresses, electronic addresses (if any) and certain other information provided by the Murgitroyd Shareholders, persons with information rights and other relevant persons for the receipt of communications from Murgitroyd may be provided to offerors (including Bidco) during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

General

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

 


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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