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Tuesday 10 October, 2017

BCPE Diamond UK

Offer for Zenith Hygiene Group plc

RNS Number : 1878T
BCPE Diamond UK Holdco Limited
10 October 2017
 

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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

10 October 2017

RECOMMENDED FINAL* CASH OFFERS

for

Zenith Hygiene Group plc ("Zenith")

by

BCPE Diamond UK Holdco Limited ("Bidco")

Bidco is indirectly majority owned by Bain Capital Fund XI, L.P. and Bain Capital Europe Fund IV, L.P.

The Zenith Directors and the board of directors of Bidco announce that they have reached an agreement on the terms of recommended final* cash offers for the entire issued and to be issued share capital of Zenith by Bidco (the "Transaction").

* Bidco confirms that the Final Offers will be final and the Total Consideration will not be increased, except that Bidco reserves the right to increase the amount of the Total Consideration if there is an announcement on or after 9 October 2017 of an offer or a possible offer for Zenith by a third party offeror or potential offeror.

A copy of the announcement of the Transaction made pursuant to Rule 2.7 of the City Code (the "Rule 2.7 Announcement") was posted to Zenith Shareholders on 9 October 2017 and has been published on Zenith's website at www.zhgplc.com.

The Executive has granted Zenith and Bidco a dispensation from the requirements under the City Code that announcements must be published via a Regulatory Information Service ("RIS").  Bidco and Zenith are instead required to publish all announcements on Zenith's website at www.zhgplc.com.  No announcements other than the Rule 2.7 Announcement will be sent in hard copy form to Zenith Shareholders.

The Executive has also granted a dispensation from the requirements in Note 3 on Rule 8 of the City Code that disclosures made under Rule 8 of the City Code must be made to a RIS.  Therefore, any Opening Position Disclosures and Dealing Disclosures required under Rule 8 of the City Code may be made to Bidco by email to [email protected] and will be published on Zenith's website at www.zhgplc.com.  A copy must also be sent to the Panel's Market Surveillance Unit by email ([email protected]).

Unless otherwise defined, capitalised terms in this announcement shall have the meaning given to them in the Rule 2.7 Announcement.

Enquiries

Rothschild (Sole Financial Adviser to Bain Capital and Bidco)

Stephen Griffiths/Amy Wells

+44 (0) 113 200 1900

Cavendish (Joint Financial Adviser to Zenith)

Michael Jewell/Jon Edirmanasinghe

+44 (0) 207 908 6000

Shore Capital (Joint Financial Adviser to Zenith)

Stephane Auton/Patrick Castle

+44 (0) 207 408 4090

Important Notices

Rothschild, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Bain Capital and Bidco and no one else in connection with the Final Offers. In connection with such matters, Rothschild, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections offered to their clients or for providing advice in relation to the Final Offers, the contents of this announcement or any other matter referred to herein.

Shore Capital, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Zenith and no one else in connection with the Final Offers. In connection with such matters, Shore Capital, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections offered to their clients or for providing advice in relation to the Final Offers, the contents of this announcement or any other matter referred to herein.

Cavendish, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Zenith and its majority shareholders and no one else in connection with the Final Offers. In connection with such matters, Cavendish, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections offered to their clients or for providing advice in relation to the Final Offers, the contents of this announcement or any other matter referred to herein.

Further Information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer, to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Final Offers or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Final Offers will be made pursuant to the Offer Document, which will contain further information about the Final Offers, which is expected to be published as soon as practicable and, in any event, within twenty eight days of the satisfaction or waiver of the Pre-Condition (unless Bidco and Zenith otherwise agree, and the Panel consents, to a later date).

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe any applicable requirements.

In particular, the ability of persons who are not resident in the UK to participate in the Final Offers may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law and the City 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 UK.

The Final Offers will be subject to the applicable requirements of the City Code and the Panel.

The Final Offers may not be made directly or indirectly, in or into, or by the use of mails or any means or 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 Restricted Jurisdiction and the Final Offers may not be capable of acceptance by any such use, means, instrumentality or facilities.

Accordingly, copies of this announcement and all documents relating to the Final Offers 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 it in or into or from any Restricted Jurisdiction.

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

Further details in relation to Overseas Shareholders will be included in the Offer Document.

Additional information for US investors

The Transaction relates to the shares of a company incorporated in England and Wales and is being made in accordance with the City Code and under English company law. Accordingly, the Transaction is subject to the disclosure requirements and practices applicable in the UK to takeover offers which differ from the disclosure requirements, style and format of US tender offer and proxy solicitation rules. If Bidco determines to extend the Final Offers into the US, the Transaction will be made in compliance with applicable US laws and regulations. Financial information included in this announcement and the Offer Document has been or will have been prepared in accordance with non- US accounting standards that 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.

Neither the US Securities and Exchange Commission nor any securities commission of any state of the United States has approved the Transaction, passed upon the fairness of the Transaction or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

If the Final Offers are required to be made in the US, this will be done in compliance with the applicable tender offer rules under the US Exchange Act. In accordance with normal UK practice, Bain Capital, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Zenith Shares outside of the US, other than pursuant to the Final Offers, at any time prior to completion of the Final Offers. If such purchases or arrangements to purchase were to be made, they would be made outside the US and would comply with applicable law, including the US Exchange Act. These purchases may occur in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK.

Dealing and Opening Position Disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of the 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 not later than 3.30 p.m. on the 10th Business Day following the commencement of the offer period and, if appropriate, by not later than 3.30 p.m. 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 City 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(s), 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 not later than 3.30 p.m. 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 the 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 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

Shares in issue

Further to the Rule 2.7 Announcement, and in accordance with Rule 2.9 of the City Code, Zenith confirms that, as at the date of the Rule 2.7 Announcement, it has in issue 102,019,742 A Shares of 1 pence each and 19,128,700 C Shares of 1 pence each.

The Zenith Shares are not traded and therefore Zenith does not have an ISIN.

Publication on website

This announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Zenith's website at www.zhgplc.com by no later than 12.00 p.m. on the Business Day following publication of 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.

Electronic communications

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

Times and dates

All times and dates shown in this announcement are London times and dates, unless otherwise stated.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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