Charles Taylor Regulatory News (CTR)

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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

14 November 2019

Charles Taylor plc

Withdrawal of potential competing offeror

On 8 November 2019, the boards of Charles Taylor plc ("Charles Taylor") and Jewel Bidco Limited ("LMP Bidco") a company formed on behalf of funds advised by Lovell Minnick Partners LLC announced the terms of an increased recommended cash offer for Charles Taylor (the "Increased Offer Announcement").

The Increased Offer Announcement stated that Charles Taylor had received an approach from an unnamed potential competing offeror (the "Potential Competing Offeror").

On 11 November 2019, the Panel Executive ruled, in accordance with Rule 2.6(e) and Section 4 of Appendix 7 of the Takeover Code, that the Potential Competing Offeror must, by not later than 5.00pm on 15 November, clarify its position by either: (a) announcing a firm intention to make an offer for Charles Taylor in accordance with Rule 2.7 of the Takeover Code; or (b) confirming to Charles Taylor that it does not intend to make an offer, in which case Charles Taylor must promptly announce that fact and the Potential Competing Offeror would be treated as if it had then made a statement to which Rule 2.8 of the Takeover Code applied. 

Charles Taylor confirms that the Potential Competing Offeror has informed it that it does not intend to make an offer for Charles Taylor. Accordingly, the Potential Competing Offeror is subject to the restrictions set out in Rule 2.8 of the Takeover Code.

This announcement has been made with the consent of the Potential Competing Offeror.

Enquiries

For further information please contact:

Rothschild & Co +44 (0) 207 280 5000

Chris Kaladeen

Anika Sood

Takeover Code note

Under Note 2 on Rule 2.8 of the Takeover Code, the Potential Competing Offeror has reserved the right to set the restrictions in Rule 2.8 aside in the following circumstances:

a) in the event that the offer by LMP Bidco is withdrawn or lapses, with the agreement of the board of Charles Taylor;

b) if a third party announces a firm intention to make an offer for Charles Taylor;

c) if Charles Taylor announces a "whitewash" proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Takeover Code); and

d) if there has been a material change of circumstances (as determined by the Takeover Panel).

Notice related to financial adviser

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Charles Taylor and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Charles Taylor for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

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.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at http://www.ctplc.com/investors/ by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.