DJAN.L Regulatory News (DJAN)

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.

FOR IMMEDIATE RELEASE

3 April 2020

RECOMMENDED FINAL CASH OFFER

FOR

DAEJAN HOLDINGS PLC

BY

DOCK NEWCO LIMITED

a newly incorporated company within the Freshwater Group

to be effected by means of a scheme of arrangement under Part 26 of the Companies Act

Publication of the Scheme Document

On 21 February 2020, the board of directors of Dock Newco Limited ("Dock" or "BidCo") and the independent non-executive director (the "Daejan Independent Director") of Daejan Holdings plc ("Daejan") jointly announced a recommended final cash offer, in accordance with Rule 2.7 of the City Code on Takeovers and Mergers (the "Code"), for the entire issued and to be issued share capital of Daejan not already owned directly or indirectly by the Freshwater Concert Party (the "Offer") to be effected by means of a scheme of arrangement between Daejan and the Relevant Daejan Shareholders under Part 26 of the Companies Act 2006 (the "Scheme").

Dock and Daejan are pleased to announce that the scheme document containing, amongst other things, the full terms and conditions of the Offer (the "Scheme Document"), together with the related Form of Proxy and Loan Note Form of Election, has today been published and sent to Daejan Shareholders. It is also available on http://www.centremanor.co.uk/documents. Expressions used but not defined in this announcement have the same meanings as in the Scheme Document.

The Scheme Document sets out, among other things, a letter from the Daejan Independent Director, the full terms and conditions of the Scheme, the expected timetable of principal events, a statutory explanatory statement, further details of the Loan Note Alternative described below, notice of the Court Meeting and details of the actions to be taken by Daejan Shareholders.

Action Required

As described in the Scheme Document, the implementation of the Scheme is subject to the Conditions. To become effective, the Scheme requires, amongst other things, approval by a majority in number of the Scheme Shareholders voting at the Court Meeting (or any adjournment thereof) representing not less than 75 per cent. in value of the Scheme Shares voted. The Scheme must also be sanctioned by the Court.

The Court Meeting to approve the Scheme (and the steps contemplated by the Scheme) is scheduled to be conducted on 27 April 2020, commencing at 10.00 am (London time). However, in light of the current UK Government guidance on public gatherings, arrangements have been made to hold the meeting with only the chairman of the Court Meeting (the "Chairman"), which will be the Daejan Independent Director, physically in attendance at the Court Meeting.

As Scheme Shareholders will only be able to vote by proxy and it is important that as many votes as possible are cast so that the Court can be satisfied that there is a fair and reasonable representation of the Scheme Shareholder opinion, Scheme Shareholders are strongly encouraged to complete and return their Form of Proxy, or make an electronic appointment of a proxy or submit a proxy vote via CREST (as applicable) as soon as possible and in any event so that their instructions are received no later than 5.00 p.m. (London time) on Friday 24 April 2020.

Further details of the arrangements for the Court Meeting are set out in the Scheme Document including the details of how Scheme Shareholders may if they wish dial in to ask questions of the Chairman or raise any objections to the Scheme at that meeting.

We further note that, as a result of current UK Government guidance on public gatherings, BidCo has elected to waive the Condition for a general meeting (in addition to the Court Meeting) to be held on or before the 22nd day after 27 April 2020.

Loan Note Alternative

As an alternative to receiving some or all of the cash consideration in respect of the Offer, Scheme Shareholders (other than certain overseas shareholders) will, subject to certain terms and conditions, be able to elect to receive Loan Notes to be issued by BidCo and guaranteed by Centremanor on the basis of £1 nominal of Loan Notes for each £1 of cash consideration to which they would otherwise be entitled pursuant to the Offer.

Further details of the Loan Note Alternative, including a valuation of the Loan Notes by Rothschild & Co are contained in the Scheme Document.

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out below. Subject to approval at the Court Meeting, receipt of the Court sanction and the satisfaction or waiver of the other Conditions set out in the Scheme Document, the Scheme is expected to become effective on 7 May 2020 and the consideration due to Scheme Shareholders sent by no later than 21 May 2020.

The dates and times given are indicative only and are based on Dock's and Daejan's current expectations and may be subject to change (including as a result of changes to Court times) as a result of COVID-19 and governmental and medical regulation and guidance. If any of the dates and / or times in this expected timetable change, the revised dates and / or times will be notified to Daejan Shareholders by announcement through a Regulatory Information Service and a copy of such announcement will be made available on http://www.centremanor.co.uk/documents.

Shareholder Helpline

If you have any questions relating to this announcement or the completion and return of the Forms of Proxy, please contact Equiniti on 0371 384 2050 (if calling from within the UK) or +44 121 415 0259 (if calling from outside the UK). Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 am and 5.30 pm (London time), Monday to Friday, excluding public holidays in England and Wales. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Enquiries:

Rothschild & Co (Financial Adviser to BidCo and the Freshwater Group)

+44 (0)20 7280 5000

Alex Midgen

Sam Green

Lazard (Financial Adviser and Rule 3 Adviser to Daejan and the Daejan Independent Director)

+44 (0)20 7187 2000

Patrick Long

William Lawes

N+1 Singer (Corporate Broker to Daejan)

+44 (0)20 7496 3000

James Maxwell

James Moat

Herbert Smith Freehills LLP is acting as legal adviser to BidCo. Bryan Cave Leighton Paisner LLP is acting as legal adviser to Daejan.

Further Information

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for BidCo and for no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than BidCo for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to any matter referred to in this Announcement.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser exclusively to Daejan and the Daejan Independent Director and no-one else in connection with the Offer and will not be responsible to anyone other than Daejan and the Daejan Independent Director for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in connection with the Offer or the other matters referred to in this Announcement.

Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised and regulated by the FCA in the United Kingdom, is acting as corporate broker exclusively for Daejan and no one else in connection with the Offer and the matters set out in this Announcement, and will not be responsible to any person other than Daejan for providing the protections afforded to clients of N+1 Singer, nor for providing advice in relation to the Offer or any matter referred to herein. Neither N+1 Singer nor any of its subsidiaries, branches or 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 N+1 Singer in connection with this Announcement, any statement contained herein or otherwise.

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 Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Daejan in any jurisdiction in contravention of applicable law.

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

Subject to the right of BidCo to implement the Offer by way of a Takeover Offer, the Offer will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Offer and, together with the Forms of Proxy, details for the Relevant Daejan Shareholders of how to vote in respect of the Scheme.

Any vote in respect of the Offer should only be made on the basis of the information contained in the Scheme Document. Relevant Daejan Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by the Relevant Daejan Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Daejan may be provided to BidCo during the offer period as required under Section 4 of Appendix 4 of the Code.

Overseas Jurisdictions

The release, publication or distribution of this Announcement in or into, jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom and into whose possession this Announcement comes should inform themselves about, and observe, any applicable legal or regulatory requirements. Relevant Daejan Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with 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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

This Announcement has been prepared for the purposes of complying with 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 of the United Kingdom.

Unless otherwise determined by BidCo or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available directly or indirectly in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction. No person may vote in favour of the Offer by any use, means, instrumentality or form, and the Offer will not be capable of acceptance, from or within a Restricted Jurisdiction, if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and any documentation relating to the Offer will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction where to do so would violate the laws of that jurisdiction. Doing so may render invalid any related purported vote in respect of the Offer. If the Offer is implemented by way of Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

The Offer shall be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

Notes to US Investors in Daejan

Shareholders in the United States should note that the Offer relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, English law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"), will apply to the Scheme. Moreover the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in any announcement made in connection with Offer and the Scheme Document has been or will be prepared in accordance with accounting standards applicable in the UK and 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. If BidCo were to elect to implement the Offer by means of a Takeover Offer, such offer would be made in compliance with applicable US securities laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by BidCo and no one else.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Daejan and BidCo are located in countries other than the US and are organised under the laws of England and Wales, and some or all of their officers and directors may be residents of countries other than the United States. 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 directors, officers and affiliates to subject themselves to the jurisdiction and judgment of a US court.

The receipt of cash pursuant to the Offer by a US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme 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 Relevant Daejan Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Offer applicable to him.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, BidCo and its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Daejan Shares outside of the US, other than pursuant to the Offer, until the date on which the Offer becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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 this Announcement

A copy of this Announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Daejan's website at http://www.daejanholdings.com by no later than 12 noon (London time) on the Business Day following this Announcement. The contents of Daejan's website are not incorporated into and do not form part of this Announcement.

Requesting Hard Copy Documents

If you have received this announcement in electronic form or by it being published on Daejan's website, you may be able to obtain a hard copy of the announcement by emailing mark.jenner@highdorn.co.uk. You will not receive a hard copy of this announcement unless you so request. You may also inform Daejan that you wish all future documents, announcements and information in relation to the Offer be sent to you in hard copy. If you have received this Announcement in electronic form, hard copies of this Announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made.