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Tuesday 07 August, 2018

KSE, UK, Inc.

Offer Declared Wholly Unconditional

RNS Number : 0861X
KSE, UK, Inc.
07 August 2018
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

7 August 2018

 

ALL-CASH OFFER BY
KSE, UK, INC.
FOR
ARSENAL HOLDINGS PLC

OFFER DECLARED WHOLLY UNCONDITIONAL

1.   Introduction

 

Earlier today, KSE made an all-cash offer for the entire issued and to be issued ordinary share capital of Arsenal Holdings PLC ("Arsenal") other than the Arsenal Shares already held by KSE (the "Offer"). The full terms of, and condition to, the Offer and the procedures for acceptance are set out in the offer document dated 7 August 2018 (the "Offer Document") and (in respect of Arsenal Shares in certificated form) the Form of Acceptance, hard copies of which have been despatched to Eligible Arsenal Shareholders today.

 

A copy of the Offer Document is available on KSE's website at https://kse.formstack.com/forms/phfd.

 

Words and expressions used in the Offer Document have the same meanings in this announcement, unless the context otherwise requires. All times referred to are London time, unless otherwise stated.

 

2.   Acceptance Condition satisfied and Offer declared unconditional in all respects

 

As at 12.00 noon on 7 August 2018, KSE had received valid acceptances of the Offer in respect of 18,695 Arsenal Shares, which KSE may count towards the Acceptance Condition. These represent approximately 30.05 per cent. of the Arsenal Shares in issue and approximately 91.31 per cent. of the Arsenal Shares to which the Offer relates. As set out in Part A of Appendix I to the Offer Document, the Offer is conditional only upon valid acceptances being received in respect of not less than 90 per cent. of the Arsenal Shares to which the Offer relates and, accordingly, the Acceptance Condition has been satisfied.

 

KSE hereby declares the Offer unconditional as to acceptances and unconditional in all respects.

 

All of the acceptances received were subject to the irrevocable undertaking from Red and White Securities. Red and White Securities is not acting in concert with KSE in connection with the Offer.

 

Other than the irrevocable undertaking from Red and White Securities, no irrevocable commitments or letters of intent were procured by KSE or its concert parties.

 

The percentage of Arsenal Shares referred to in this announcement in respect of which valid acceptances have been received is based on there being a total of 62,217 Arsenal Shares in issue.

 

3.   Interests in relevant securities

 

As disclosed in the Offer Document, KSE holds 41,743 Arsenal Shares, representing approximately 67.09 per cent. of the issued share capital of Arsenal.

 

Accordingly, as at 12.00 noon on 7 August 2018, KSE either owned or had received valid acceptances of the Offer in respect of a total of 60,438 Arsenal Shares (representing approximately 97.14 per cent. of the Arsenal Shares in issue).

 

Save as disclosed in this announcement, as at 12.00 noon on 7 August 2018, neither KSE, nor any person acting in concert with KSE has any interest in or right to subscribe for any relevant securities of Arsenal nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Arsenal. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Arsenal and any borrowing or lending of any relevant securities of Arsenal which have not been on-lent or sold.

 

4.   Final closing date

 

As set out in the Offer Document, the Offer will remain open for acceptance until 1.00 p.m. on 28 August 2018.

 

As the Offer is now unconditional in all respects, the Offer will not be extended beyond 1.00 p.m. on 28 August 2018 and will be closed for further acceptance from that time.

 

Arsenal Shareholders who have not accepted the Offer are urged to do so as soon as possible and as follows:

 

·     if you hold Arsenal Shares in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance, together with your original share certificates or other documents of title, to the Receiving Agent, Computershare, by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH, or by hand (during normal business hours only) to the RA Bristol Office (Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE), the RA London Office (Computershare Investor Services PLC, Moor House, 120 London Wall, London, EC2Y 5ET) or the RA Jersey Office (Computershare Investor Services (Jersey) Limited, 2nd Floor, Queensway House, Hilgrove Street, St. Helier, Jersey, JE1 1ES) as soon as possible and in any event so as to be received by Computershare no later than 1.00 p.m. on 28 August 2018;

 

·     if you hold Arsenal Shares in uncertificated form (that is, in CREST), you should ensure that an electronic acceptance is made by you or on your behalf and that settlement is made no later than 1.00 p.m. on 28 August 2018.

 

Further instructions on how to accept the Offer are set out in paragraph 14 on pages 5-8 of the Offer Document, and in the case of Arsenal Shares in certificated form, the Form of Acceptance.

 

5.   Settlement of consideration

 

As set out in the Offer Document, settlement of the cash consideration under the Offer due to Arsenal Shareholders who validly accept the Offer will be effected:

 

·     in respect of valid acceptances received to date, within three Business Days of the date of this announcement; and

 

·     in respect of valid acceptances received after this date but while the Offer remains open for acceptance, within three Business Days of receipt of such acceptance.

 

In relation to Arsenal Shares in certificated form, settlement of cash consideration will be effected as follows: (i) if the accepting Arsenal Shareholder completes Box 6 of the Form of Acceptance with details of its bank account in accordance with the instructions set out in the Offer Document and the Form of Acceptance, the cash consideration will be settled by way of a bank transfer to such account; or (ii) if the accepting Arsenal Shareholder does not complete Box 6 of the Form of Acceptance, or if the information provided in Box 6 is incorrect or invalid, or if the payment to the bank account specified in Box 6 is rejected or otherwise fails, the cash consideration will be effected by cheque despatched by first class post to the accepting Arsenal Shareholder or its appointed agents.

 

In relation to Arsenal Shares in uncertificated form, the cash consideration will be paid by means of a CREST payment in favour of the accepting Arsenal Shareholder's payment bank in respect of the cash consideration due, in accordance with CREST payment arrangements.

 

Further information on the settlement of the Offer consideration is set out in paragraph 15 on page 8 of the Offer Document.

                            

6.   Withdrawal of trading from the NEX Exchange Growth Market

 

As the Offer is now unconditional in all respects, KSE intends to, as set out in the Offer Document, procure that Arsenal makes an application for the withdrawal of trading in Arsenal Shares on the NEX Exchange Growth Market in due course, which will take effect no earlier than 20 Business Days from today. A further announcement will be made once the effective date of the withdrawal from the NEX Exchange Growth Market has been confirmed.

 

Withdrawal of trading from the NEX Exchange Growth Market will significantly reduce the liquidity and marketability of any Arsenal Shares not assented to the Offer.

 

7.   Compulsory acquisition

 

Having received acceptances of the Offer in respect of not less than 90 per cent. of Arsenal Shares to which the Offer relates, KSE intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the 2006 Act to acquire compulsorily all Arsenal Shares not assented to the Offer on the same terms as the Offer. Notices in respect of the compulsory acquisition will be sent out to all Arsenal Shareholders who have not accepted the Offer in due course.

 

As set out in paragraph 4 above, the Offer remains open for acceptance until 1.00 p.m. on 28 August 2018, and Arsenal Shareholders may still accept the Offer until that time and receive the Offer consideration within three Business Days of valid acceptance, rather than waiting until the end of the compulsory acquisition process, which will take no less than six weeks from the date of the compulsory acquisition notice.

 

Enquiries:

 

Deutsche Bank AG, London Branch                                                 Tel: +44 20 7545 8000
(Financial adviser to KSE)
                                                   

                                                                                               

 

Important notices relating to financial adviser

 

Deutsche Bank AG is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and Financial Conduct Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Prudential Regulation Authority, and the Financial Conduct Authority are available on request. Deutsche Bank AG, acting through its London branch, is acting as financial adviser to KSE and no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than KSE for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

 

Further information

 

This announcement is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer, to purchase or 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 Offer or otherwise nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable laws. The Offer is implemented solely pursuant to the terms of the Offer Document and the accompanying Form of Acceptance which contain the full terms and condition of the Offer, including details of how to accept the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance.

 

Information relating to Arsenal Shareholders

 

Please be aware that addresses, electronic addresses and certain other information provided by Arsenal Shareholders, persons with information rights and other relevant persons for the receipt of communications from Arsenal may be provided to KSE during the Offer Period as required under Section 4 of Appendix 4 of the Code.

 

Overseas jurisdictions

This announcement has been prepared in accordance with English law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. The statements contained in this announcement are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the contents of this document, you should consult your own legal adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

The release, publication or distribution of this announcement, and the availability of the Offer to Arsenal Shareholders who are resident, in jurisdictions other than the United Kingdom, the Channel Islands or the Isle of Man may be restricted by the laws of the relevant jurisdiction and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom, the Channel Islands or the Isle of Man should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom, the Channel Islands or the Isle of Man to accept the Offer or to execute and deliver the Form of Acceptance may be affected by the laws of the relevant jurisdictions in which they are located.

Unless otherwise determined by KSE or required by the Code and permitted by applicable law and regulation, the Offer will not be made, and will not be communicated, directly or indirectly, in or into, or by use of mails of or any means or instrumentality (including, but not limited to, by mail, telephonically or electronically by way of internet or otherwise) of interstate or foreign commerce of, or by any facilities of a national, state or securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within such Restricted Jurisdiction. Accordingly, unless otherwise determined by KSE or required by the Code and permitted by applicable law and regulation, copies of this announcement, the Offer Document and the Form of Acceptance are not being, and must not be, directly or indirectly mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Accordingly, any person (including, without limitation, any custodian, nominee or trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement, the Offer Document and/or the Form of Acceptance to any jurisdiction outside the United Kingdom, the Channel Islands or the Isle of Man, should inform themselves of, and observe, these restrictions and must not, directly or indirectly, mail, send or otherwise forward or distribute them in, into or from any Restricted Jurisdiction. Doing so may render any purported acceptance of the Offer invalid.

Further details in relation to Arsenal Shareholders in overseas jurisdictions are contained in the Offer Document.

Notice to US holders of Arsenal Shares 

The Offer will qualify for "Tier I" exemptions from the tender offer rules included in Regulation 14E under the US Exchange Act of 1934 and otherwise will be made in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under US domestic tender offer procedures and law.

The Offer will be made for the securities of a UK company and is subject to UK disclosure requirements, which are different from those of the United States. The financial information relating to Arsenal included in this announcement has been prepared in accordance with Financial Reporting Standard 102 (FRS 102) issued by the Financial Reporting Council 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 United States ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this document has been audited in accordance with  auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer since Arsenal is located outside the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of shares in Arsenal may not be able to sue Arsenal or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel Arsenal and its affiliates to subject themselves to the jurisdiction or judgment of a US court.

To the extent permitted by applicable law, in accordance with normal UK practice and pursuant to Rule 14e‑5(b) of the US Exchange Act of 1934, KSE and its members or their respective nominees, or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Arsenal Shares other than pursuant to the Offer such as in open market or privately negotiated purchases outside the United States during the period in which the Offer remains open for acceptance. In accordance with the requirements of Rule 14e‑5(b) such purchases, or arrangements to purchase, must comply with English law and the Code. Any information about such purchases will be, to the extent required, disclosed in the United Kingdom via a Regulatory Information Service provider.

Neither the Offer nor this announcement has been approved or disapproved by the US securities exchange commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement or the merits of the Offer. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Offer by a US holder of Arsenal Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each holder of Arsenal Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.

Rounding

 

Certain figures included in this announcement have been subjected to rounding adjustments.

 

Publication on website

 

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on KSE's website at https://kse.formstack.com/forms/phfd by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of the website referred to in this announcement are not incorporated into and do not form part of this announcement.

 

 


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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