23 Dec 2019 13:19
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 OR REGULATIONS OF THAT JURISDICTION
Capitalised terms used but not defined in this Announcement have the meanings set out in the Scheme Document dated 26 November 2019 (the "Scheme Document")
LEI: 213800GO32BSNNHXID90
Recommended Cash Acquisition of
Carpetright plc
("Carpetright")
by
Meditor Holdings Limited
("MHL") (a company incorporated for this purpose by Meditor European Master Fund Limited ("Meditor Fund"))
Update on Interim Funding, Revolving Credit Facility and Meditor Loan Note
On 15 November 2019, the boards of Carpetright and MHL announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which MHL would acquire the entire issued and to be issued ordinary share capital of Carpetright (save for the Excluded Shares) (the "Acquisition"). The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). On 18 December 2019, Carpetright announced that all resolutions were approved by the requisite majorities at the Court Meeting considering the Scheme and the General Meeting considering the Special Resolution relating to the Acquisition.
In the announcement on 15 November 2019 of the Scheme and as detailed in Part 1 of the Scheme Document, Meditor Fund confirmed that if by 28 December 2019:
·; the Scheme has been approved by the Carpetright Shareholders at the Court Meeting and General Meeting; and
·; no Condition to the Acquisition (as set out in the Scheme) has ceased to be reasonably likely to be satisfied before the Long-Stop Date,
then Meditor Fund will:
·; offer to enter into a deed of forbearance pursuant to which it will undertake not to exercise any right, or take any action to (a) demand or recover repayment of any amount payable under the RCF or the Meditor Loan Note, or (b) enforce any security or guarantee given by any person in connection with the RCF or the Meditor Loan Note or (c) declare the Meditor Loan Note to be due and payable, in each case where such right or action has arisen solely as a result of the failure by Carpetright to repay the RCF and related amounts in full on the RCF maturity date of 31 December 2019, until the earlier of: (a) the day after the Long-Stop Date; and (b) any Condition ceasing to be reasonably likely to be satisfied on or prior to the Long-Stop Date;
·; make available to Carpetright an unsecured loan on arms' length terms (being normal commercial terms within the meaning in Chapter 11 of the Listing Rules) to enable Carpetright to replace the Overdraft Facilities, which are due for repayment on 31 December 2019; and
·; use its reasonable endeavours to procure the necessary consents under the RCF and Meditor Loan Note are made available to permit the release to Carpetright (for use for general working capital purposes) of disposal proceeds in the amount of approximately £3.5m (as at 14 November 2019) which are currently held in a blocked account pursuant to the terms of the RCF.
Carpetright is pleased to announce today that the Meditor Fund has entered into the deed of forbearance, provided an unsecured loan in the amount of £9 million (net) (the "Meditor Loan"), and all consents are in place to allow the release of £3.5m from a blocked account for Carpetright's general corporate purposes, as referred to above.
The Meditor Loan has been made to Carpetright on normal commercial terms, on an unsecured basis and does not have any unusual features. As such, the Meditor Loan meets the criteria of Listing Rule 11.1.6(2) and therefore does not constitute a related party transaction (as defined in Listing Rule 11).
Enquiries
Carpetright plc Tel: 01708 802000Wilf Walsh, Chief Executive Officer
Jeremy Simpson, Chief Financial Officer
Peel Hunt LLP Tel: 020 7418 8900(Financial Adviser to Carpetright)Dan Webster
George Sellar
Michael Nicholson
Andrew Clark
Citigate Dewe Rogerson Tel: 020 7638 9571(Financial PR)Kevin Smith
Nick Hayns
Important notices relating to financial advisers
Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Carpetright and for no one else in connection with the Acquisition, the contents of this Announcement or any other matter referred to in this Announcement and will not be responsible to anyone other than Carpetright 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.
Further information
This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document or any document by which the Acquisition is made which shall contain 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 of the information contained in the Scheme Document.
This Announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange, the Listing Rules 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 and regulations of any jurisdictions outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves about and observe such restrictions.
Unless otherwise determined by MHL or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such means from 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 all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
The availability of the Acquisition to Carpetright Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. 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.
The Acquisition shall be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Conduct Authority. Further details in relation to Overseas Shareholders are contained in paragraph 14 of Part 2 (Explanatory Statement) of the Scheme Document.
This Announcement does not constitute a prospectus or prospectus equivalent document.
Additional information for US investors
Carpetright Shareholders in the United States should note that the Acquisition relates to the securities of a UK company and is proposed to be effected by means of a scheme of arrangement under English law. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the Code and UK disclosure requirements, format and style, 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 to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. If, in the future, MHL exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act.
Carpetright's financial statements, and all financial information that is included in the Scheme Document, or any other documents relating to the Acquisition, have been or will be prepared in accordance with International Financial Reporting Standards or other reporting standards or accounting practice which 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.
The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Carpetright Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Carpetright Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to that Carpetright Shareholder.
It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since MHL and Carpetright are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders 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) of the US Exchange Act, MHL, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Carpetright outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. 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 and will be available on the London Stock Exchange website at www.londonstockexchange.com.
Forward-looking statements
This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by or concerning Meditor Group and/or Carpetright Group contain statements about Meditor Group and/or Carpetright Group that are or may be deemed to be forward-looking statements. All statements other than statements of historical facts included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Meditor Group's or Carpetright Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Meditor Group's and/or Carpetright Group's business.
These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown 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. These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and exchange rates, the outcome of any litigation. 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. All subsequent oral or written forward-looking statements attributable to Meditor Group or Carpetright Group or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Each member of Meditor Group and Carpetright Group disclaims any obligation to update any forward-looking or other statements contained in this Announcement, except as required by applicable law.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Carpetright for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Carpetright.
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(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 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.
Publication of information on website
A copy of this Announcement, together with all information incorporated by reference into this Announcement, will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Carpetright's website at https://www.carpetright.plc.uk/investors/.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents, announcements and information relating to the Acquisition is entitled to receive such documents in hard copy form free of charge. A person may also request that all future documents, announcements and information in relation to the Acquisition are sent to them in hard copy form.
A hard copy of this Announcement may be requested by contacting Carpetright's Registrars, either in writing to The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by calling the helpline on (0370) 889 3261 (or +44 (0370) 889 3261 if calling from outside the UK). Calls outside the UK will be charged at the applicable international rate. Lines are open between 8.30 a.m. and 5.30 p.m. Monday to Friday excluding public holidays in England and Wales.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.