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Tarsus Grp PLC (TRS)

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Wednesday 14 August, 2019

Tarsus Grp PLC

Scheme of Arrangement becomes Effective

RNS Number : 0441J
Tarsus Group PLC
14 August 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 OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

14 August 2019

RECOMMENDED CASH ACQUISITION

of

TARSUS GROUP PLC

by

TIGER ACQUISITIONS UK LIMITED

(a wholly-owned indirect subsidiary of funds advised by Charterhouse Capital Partners LLP)

 

implemented by means of a scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991, as amended

Scheme has become effective

Tarsus Group plc ("Tarsus" or the "Company") and Tiger Acquisitions UK Limited ("Bidco"), a wholly-owned indirect subsidiary of Charterhouse Capital Partners LLP ("Charterhouse"), are pleased to announce that, following delivery of the Scheme to the Registrar of Companies, the scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991 (as amended), pursuant to which the Acquisition is being implemented (the "Scheme"), has now become effective in accordance with its terms, and the entire issued ordinary share capital of Tarsus is owned by Bidco.

As announced on 17 June 2019, Scheme Shareholders will receive 425 pence in cash for each Scheme Share.

Scheme Shareholders' cash consideration under the terms of the Acquisition will be settled or despatched, or, in the case of any Scheme Shareholder that holds Scheme Shares in uncertificated form (that is, in CREST), transferred to such person through CREST, by no later than 28 August 2019.

Pursuant to the terms of the Scheme and Listing Rule 5.3, and as announced on 12 August 2019, trading in Tarsus Shares on the London Stock Exchange's Main Market and the listing of Tarsus Shares on the Official List of the UK Listing Authority were suspended with effect from 7:30 a.m. on 14 August 2019.

Admission to trading of the Tarsus Shares on the London Stock Exchange's Main Market and the listing of Tarsus Shares on the Official List of the UK Listing Authority will be cancelled with effect from 8:00 a.m. on 15 August 2019.

Capitalised terms used but not defined in this announcement have the meanings set out in the circular relating to the Scheme sent to Tarsus Shareholders dated 17 June 2019.

Enquiries

Tarsus

Simon Smith

Tel: +44 (0) 20 8846 2700

Deutsche Bank (Financial adviser and joint corporate broker to Tarsus)

James Arculus

Simon Hollingsworth (Corporate Broking)

 

Tel: +44 (0) 20 7545 8000

 

 

 

 

Peel Hunt LLP (Joint corporate broker to Tarsus)

Edward Knight

Nick Prowting

Max Irwin

 

Tel: +44 (0) 20 7418 8900

IR Focus (PR adviser to Tarsus)

Neville Harris

Tel: +44 (0) 7909 976 044

Charterhouse

Tom Patrick

Tel: +44 (0) 20 7334 5300

Moelis & Company (Lead financial adviser to Charterhouse and Bidco)

Robert Sorrell

Geoffrey Austin

Elliot Richmond

Rich Newman

 

Tel: +44 (0) 20 7634 3500

 

 

Goldman Sachs International (Financial adviser to Charterhouse and Bidco)

Nick Harper

Alex Garner

Khamran Ali

 

Tel: +44 (0) 20 7774 1000

Greenbrook Communications (PR adviser to Charterhouse)

Andrew Honnor

Alex Jones

Katarina Sallerfors

 

Tel: +44 (0) 20 7952 2000

Macfarlanes LLP and Ogier are retained as legal advisers to Tarsus.  Allen & Overy LLP and Carey Olsen Jersey LLP are retained as legal advisers to Charterhouse and Bidco. 

Important notices

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the PRA. It 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 PRA and the FCA. Details about the extent of its authorisation and regulation by the PRA, and regulation by the FCA, are available on request. Deutsche Bank AG, acting through its London branch ("Deutsche Bank"), is acting as financial adviser to Tarsus and no one else in connection with the Acquisition and will not be responsible to anyone other than Tarsus for providing the protections afforded to clients of Deutsche Bank, nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Deutsche Bank nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Bank in connection with this announcement, any statement contained herein or otherwise.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Tarsus and for no-one else in connection with the matters described in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Tarsus for providing the protections afforded to clients of Peel Hunt LLP nor for providing advice in relation to matters described in this announcement.

Moelis & Company, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Charterhouse and Bidco and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Charterhouse and Bidco for providing the protections afforded to clients of Moelis & Company nor for providing advice in connection with the matters referred to herein. Neither Moelis & Company nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Moelis & Company in connection with this announcement, any statement contained herein or otherwise.

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Charterhouse and Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Charterhouse and Bidco for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in relation to the Acquisition or any other matters 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, an 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 in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Tarsus in any jurisdiction in contravention of applicable law.  The Acquisition will be made solely on the terms set out in the Scheme Document, which contains the full terms and conditions of the Acquisition including details of how to vote in respect of the Acquisition.  Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis on the information contained in the Scheme Document.  Tarsus Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy.

Overseas jurisdictions

The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom or Jersey may be restricted by the laws of those jurisdictions and, therefore, persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.  Failure to comply with any such restrictions 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.

This announcement does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.  This announcement has been prepared for the purposes of complying with Jersey law, English 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 Jersey or the United Kingdom

Copies of this announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction.  Persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it, in whole or in part, in, into or from a Restricted Jurisdiction. 

Forward-looking statements

This announcement contains certain forward-looking statements with respect to Charterhouse, Bidco and Tarsus. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as, without limitation, "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "hope", "continue", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects, (ii) business and management strategies and the expansion and growth of the operations of Bidco or Tarsus, and (iii) the effects of government regulation on the business of Bidco or Tarsus. There are many factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Except as expressly provided in this announcement, neither they nor any other statements have been reviewed by the auditors of Charterhouse, Bidco or Tarsus. By their nature, these forward-looking statements involve known and unknown risks, and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. None of Charterhouse, Bidco, Tarsus, or their respective members, directors, officers, employees, advisers or any person acting on behalf of one or more of them, 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.

None of Charterhouse, Bidco, Tarsus, or their respective members, directors, officers, employees, advisers or any person acting on behalf of one or more of them, has any intention or accepts any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. All subsequent oral or written forward-looking statements attributable to Charterhouse, Bidco or Tarsus or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

None of Charterhouse, Bidco, Tarsus, or their respective members, directors, officers, employees, advisers or any person acting on behalf of one or more of them, 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 profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit estimate for any period, and no statement in this announcement should be interpreted to mean that earnings or earnings per share for the Company, as appropriate, for the current or future financial years would necessarily match or exceed their historical published earnings or earnings per Tarsus Share, as appropriate.

General

If you are in any doubt as to what action you should take, you are recommended to seek your own advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

Time

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

 


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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