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Prezzo PLC (PRZ)

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Monday 02 February, 2015

Prezzo PLC

Scheme Effective

RNS Number : 7824D
Prezzo PLC
02 February 2015
 



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

 

2 February 2015

 

RECOMMENDED CASH ACQUISITION

 

of

 

PREZZO PLC

 

by

 

PAPA BIDCO LIMITED

 

(a newly-incorporated company indirectly owned by the TPG Funds)

 

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

 

 

Scheme becomes Effective

 

Prezzo plc ("Prezzo") is pleased to announce that the Court Orders relating to the Scheme and the Reduction of Capital in connection with the Acquisition of Prezzo by Papa Bidco Limited, a newly-incorporated company indirectly owned by funds managed by TPG Capital LLP, ("Bidco"), have been delivered to the Registrar of Companies for registration. Accordingly, the Scheme has become effective in accordance with its terms.

 

The despatch of cheques and the crediting of CREST accounts for the Cash Consideration due under the Scheme will take place no later than 16 February 2015.

 

General

 

The Prezzo Directors accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

 

A copy of this announcement will be available free of charge but subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Prezzo's website at www.prezzorestaurantscorporate.co.uk/. The contents of this website are not incorporated into, and do not form part of, this announcement.

 

Capitalised terms used but not defined in this announcement have the same meanings set out in the circular to Prezzo Shareholders dated 4 December 2014 (the "Scheme Document").

 

 

Enquiries

 

Tulchan Communications LLP (Media enquiries to Prezzo)

Tom Buchanan

Victoria Huxster

 

+44 (0) 20 7353 4200

Altium (Financial adviser to Prezzo)

+44 (0) 20 7484 4040

Sam Fuller

Paul Chamberlain

 


Cenkos Securities Plc (NOMAD and Broker to Prezzo)

+44 (0) 20 7397 8900

Bobbie Hilliam

 


 

Further information

 

Altium Capital Limited ("Altium"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Prezzo and no one else in connection with the Acquisition, and will not be responsible to anyone other than Prezzo for providing the protections afforded to clients of Altium nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement.

 

Cenkos Securities Plc ("Cenkos"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Prezzo and no one else in connection with the Acquisition, and will not be responsible to anyone other than Prezzo for providing the protections afforded to clients of Cenkos nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement.

 

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, 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 or of an offer to buy securities in any jurisdiction, pursuant to the Acquisition or otherwise. 

 

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

 

This announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules 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.

 

Overseas jurisdictions

 

The distribution of this announcement in jurisdictions other than the United Kingdom and the ability of Prezzo Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be affected by the laws of relevant jurisdictions.  Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Prezzo Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements.  Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. 

 

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction and no person may vote in respect of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction.  Accordingly, copies of this announcement and all documents relating to the Acquisition 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 and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction.  Any person (including, without limitation, any agent, nominee or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Scheme Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

 

The Acquisition relates to the shares of a public limited company incorporated in England and Wales and is being effected by means of a scheme of arrangement provided for under, and governed by, English law.  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 to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules.

 

Financial information included in the Scheme Document has been prepared in accordance with accounting standards applicable in the United Kingdom 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 United States.

 

It may be difficult for US Holders of Prezzo Shares to enforce their rights and any claim arising out of US federal securities laws, since Bidco is incorporated under the laws of England and Wales and Prezzo is incorporated under the laws of England and Wales, and some or all of their officers and directors are residents of non-US jurisdictions.  In addition, most of the assets of Bidco and Prezzo are located outside the United States.  US Holders of Prezzo Shares 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 judgment.

 

Forward-looking statements

 

This announcement contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature.  All statements other than statements of historical fact may be forward-looking statements.  They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.  Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.  Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

 

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.  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 of this announcement.  Any forward-looking statements made by Bidco or Prezzo in this announcement are made as of the date of this announcement based on the opinions and estimates of the Bidco Directors or, as the context may require, the Prezzo Directors.  Each of the Bidco Group and the Prezzo Group, and each of their respective members, directors, officers, employees, advisers and any person acting on their behalf, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except as required by applicable law.

 

Neither the Bidco Group, the Prezzo Group, nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

 

No forward-looking or other statements have been reviewed by the auditors of the Bidco Group or the Prezzo Group.  All subsequent oral or written forward-looking statements attributable to the Bidco Group or the Prezzo Group, or any of their respective members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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% 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 pm (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 Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.  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.

 

Information relating to Prezzo Shareholders

 

Please be aware that addresses, electronic addresses and certain other information provided by Prezzo Shareholders, persons with information rights and other relevant persons for the receipt of communications from Prezzo may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

 

 


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