DTY.L Regulatory News (DTY)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND NO INVESTMENT DECISION IN RELATION TO THE ACQUISITION, THE VALDERRAMA SHARES OR THE NEW CASTELNAU CONSIDERATION SHARES SHOULD BE MADE EXCEPT ON THE BASIS OF INFORMATION IN THE OFFER DOCUMENT AND THE CASTELNAU PROSPECTUS (AS SUPPLEMENTED BY THE SUPPLEMENTARY PROSPECTUS (AS DEFINED BELOW)).

FOR IMMEDIATE RELEASE.

4 May 2023

MANDATORY CASH OFFER

FOR

DiGNITY PLC ("DIGNITY")

BY

yellow (spc) bidco limited ("BIDCO")

(a newly formed company indirectly owned or controlled by a consortium comprised of joint offerors SPWOne V Limited, Castelnau Group Limited and Phoenix Asset Management Partners Limited)

Level of acceptances, closure of Alternative Offers and compulsory acquisition of Dignity Shares

1 Introduction

This is an update regarding the recommended mandatory cash offer for Dignity (the "Mandatory Offer") by Bidco pursuant to the terms of the offer document published on 14 February 2023 (the "Offer Document") (as amended by the terms of the Mandatory Offer announced by Bidco on 14 April 2023 (the "Mandatory Offer Announcement")).

Terms used but not defined in this announcement have the same meaning given to them in the Offer Document, as amended by the Mandatory Offer Announcement. All references to times in this announcement are to London times, unless otherwise stated. A copy of the Offer Document is available on Castelnau's website at www.castelnaugroup.com.

2 Level of acceptances

As at 1.00 p.m. on 3 May 2023, Bidco had received valid acceptances under the Mandatory Offer in respect of, or had otherwise acquired, a total of 48,726,984 Dignity Shares, representing approximately 96.95% of Dignity's issued share capital.

3 Alternative Offers closed for further acceptances

Bidco hereby announces that, as set out in the Offer Document, the Alternative Offers were closed for further acceptances with effect from 1.00 p.m. on 3 May 2023. Accordingly, Dignity Shareholders are now no longer be able to make Alternative Offers Elections and any Dignity Shareholders who purport to make such Alternative Offers Elections will not receive any Valderrama D Shares or New Castelnau Consideration Shares, as applicable, but will instead receive the Cash Offer only (save as described in paragraph 4 below).

As at 1.00 p.m. on 3 May 2023, Alternative Offers Elections had been received in respect of 3,962,710 Dignity Shares, representing approximately 7.88% of Dignity's issued share capital and approximately 21.84% of the Alternative Offers Maximum.

As the total number of Dignity Shares in respect of which Alternative Offers Elections had been received by 1.00 p.m. on 3 May 2023 did not exceed the Alternative Offers Maximum, no such elections will be scaled back. Eligible Dignity Shareholders who made valid Alternative Offers Elections will, therefore, receive the full number of Valderrama D Shares and/or New Castelnau Consideration Shares, as applicable, to which they are entitled under the terms of the Mandatory Offer.

4 Compulsory acquisition

As at 1.00 p.m. on 3 May 2023, Bidco had received acceptances under the Mandatory Offer in respect of, or otherwise acquired, 33,850,825 Dignity Shares, representing approximately 95.67% of the Dignity Shares to which the Mandatory Offer relates and of the voting rights carried by those Dignity Shares. 

As a result, Bidco will in due course exercise its rights in accordance with sections 974 to 991 of the Companies Act to acquire compulsorily the remaining Dignity Shares in respect of which the Mandatory Offer has not been accepted, as contemplated by the Offer Document.

Bidco will despatch formal compulsory acquisition notices under sections 979 and 980 of the Companies Act (the "Compulsory Acquisition Notices") to Dignity Shareholders who have not yet accepted the Mandatory Offer. The Compulsory Acquisition Notices will set out Bidco's intention to apply the provisions of section 979 of the Companies Act to acquire compulsorily any remaining Dignity Shares in respect of which the Mandatory Offer has not been accepted on the same terms as the Mandatory Offer (including, in respect of Eligible Dignity Shareholders, the ability to make Alternative Offers Elections as an alternative to the Cash Offer, as set out in paragraph 8.8 of Part 3 of Appendix A to the Offer Document).

On the expiry of six weeks from the date of the Compulsory Acquisition Notices, the Dignity Shares held by those Dignity Shareholders who have not accepted the Mandatory Offer will be acquired compulsorily by Bidco on the same terms as the Mandatory Offer. The consideration to which those Dignity Shareholders will be entitled will be held by Dignity as trustee on behalf of those Dignity Shareholders who have not accepted the Mandatory Offer.

5 Mandatory Offer remains open

Dignity Shareholders who have not yet accepted the Mandatory Offer should note that the Cash Offer will remain open for acceptance until further notice. Bidco will give at least 14 days' notice by an announcement before the Cash Offer is closed.

Settlement of consideration to which any accepting Dignity Shareholder is entitled under the Mandatory Offer will be effected by the issue of cheques or CREST payments within 14 days of receipt of a valid acceptance of the Mandatory Offer, whereas Dignity Shareholders who have not yet accepted the Mandatory Offer (and who do not accept the Mandatory Offer by the time it closes) will not receive their consideration until the completion of the compulsory acquisition process, which is expected to take a minimum of six weeks.

6 Acceptance procedure

Bidco urges all Dignity Shareholders who have not yet accepted the Cash Offer to do so as soon as possible in accordance with the procedures set out in paragraph 13 of Part II of, and in Part 4 and Part 5 of Appendix A to, the Offer Document. By way of summary:

· to accept the Cash Offer in respect of certificated Dignity Shares, Dignity Shareholders must complete and return the Form of Acceptance, together with their share certificate(s) and/or other document(s) of title, as soon as possible and so as to be received by Link Group at Corporate Actions, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL; and

· acceptances of the Cash Offer in respect of uncertificated Dignity Shares should be made electronically through CREST so that the TTE instruction settles as soon as possible.

CREST sponsored members should refer to their CREST sponsor, as only the CREST sponsor will be able to send the necessary TTE instruction(s) to Euroclear. 

7 Settlement

Dignity Shareholders should refer to paragraph 15 of Part II of the Offer Document for details on how settlement of consideration under the Mandatory Offer shall be effected.

8 General

The calculations in this announcement are based on 50,256,376 Dignity Shares in issue as at 1.00 p.m. on 3 May 2023.

Macfarlanes LLP is acting as legal adviser to Bidco and the Consortium. Slaughter and May is acting as legal adviser to Dignity.

Further information

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 or invitation to purchase, or 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 Dignity or any member of the Consortium pursuant to the Acquisition or otherwise in any jurisdiction in contravention of applicable laws. The Mandatory Offer is being made solely by means of the Offer Document (as amended by the Mandatory Offer Announcement) and the Form of Acceptance, which, together, contain the full terms and conditions of the Mandatory Offer, including details of how it may be accepted.

In addition to the Offer Document published by Bidco (as amended by the Mandatory Offer Announcement), Castelnau published the Castelnau Prospectus (as supplemented by the supplementary prospectus published by Castelnau on 4 April 2023 (the "Supplementary Prospectus")), containing information on, amongst other things, the New Castelnau Consideration Shares. Dignity Shareholders should read the Offer Document (as amended by the Mandatory Offer Announcement), the Castelnau Prospectus (as supplemented by the Supplementary Prospectus) and the Form of Acceptance carefully because they contain important information in relation to the Mandatory Offer and the New Castelnau Consideration Shares. Any decision by Dignity Shareholders in respect of the Mandatory Offer should be made only on the basis of the information contained in the Offer Document (as amended by the Mandatory Offer Announcement), the Castelnau Prospectus (as supplemented by the Supplementary Prospectus) and the Form of Acceptance.

This announcement does not constitute a prospectus or prospectus equivalent document. Approval of the Castelnau Prospectus and/or the Supplemental Prospectus by the FCA should not be understood as an endorsement of the New Castelnau Consideration Shares.

Information relating to Dignity Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Dignity Shareholders, persons with information rights and other relevant persons for the receipt of communications from Dignity may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 to the Takeover 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 laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to accept the Mandatory Offer or to execute and deliver a Form of Acceptance may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable 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 has been prepared for the purpose of complying with English law and the Takeover 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 the United Kingdom.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, neither the Listed Share Alternative nor the Unlisted Share Alternative are being made available, directly or indirectly, in, into or from a Restricted Jurisdiction and no Dignity Shareholder may make an Alternative Offers Election by any use, means or instrumentality (including facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of, a national, state or other securities exchange of a Restricted Jurisdiction. In addition, unless otherwise determined by Bidco or required by the Takeover Code, the Listed Share Alternative is not being made available to any Dignity Shareholder whose registered address is in an EEA Member State. 

The availability of the Acquisition to Dignity Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions.

Details in relation to Dignity Shareholders in overseas jurisdictions are also contained in the Offer Document.

The Acquisition is subject to the applicable requirements of the Takeover Code, the Panel, the LSE and the FCA.

Additional information for US investors

The Mandatory Offer relates to the securities of a UK company and is subject to UK disclosure requirements, which are different from those of the United States. Financial information included in this announcement, the Offer Document and the Castelnau Prospectus (as supplemented by the Supplementary Prospectus) has been or will have 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.

The Mandatory Offer is being made in the United States pursuant to the applicable US tender offer rules, subject to the exemption provided under Rule 14d-1(c) under the Exchange Act of 1934, as amended, for a Tier I tender offer, and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Mandatory Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law.

To the extent permissible under applicable law or regulations, Bidco and its affiliates or its brokers and its broker's affiliates (acting as agents for Bidco or its affiliates, as applicable) may from time to time after the date of the Offer Document and the date hereof and during the pendency of the Mandatory Offer, and other than pursuant to the Mandatory Offer, directly or indirectly purchase or arrange to purchase Dignity Shares or any securities that are convertible into, exchangeable for or exercisable for Dignity Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in the United Kingdom, such information will be disclosed by means of a press release or other means reasonably calculated to inform US holders of Dignity of such information. In addition, the financial advisers to Bidco also may engage in ordinary course trading activities in securities of Dignity, which also may include purchases or arrangements to purchase such securities. To the extent required in the United Kingdom, any information about such purchases will be made public in the United Kingdom in the manner required by United Kingdom law.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Mandatory Offer, passed any comments upon the merits or fairness of the Mandatory Offer, passed any comments on the adequacy or completeness of the Offer Document or hereof, or passed any comment on whether the content in the Offer Document or herein is correct or complete. Any representation to the contrary is a criminal offence in the US.

The receipt of cash pursuant to the Mandatory Offer by a US holder of Dignity Shares 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 Dignity Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of acceptance of the Mandatory Offer.

It may be difficult for US holders of Dignity Shares to enforce their rights and any claim arising out of the US federal laws, since Bidco and Dignity 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 of Dignity 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 judgement.

The securities to be issued in connection with either of the Alternative Offers pursuant to the Mandatory Offer have not been and will not be registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. Valderrama D Shares and New Castelnau Consideration Shares will only be made available outside of the US to non-US Persons in offshore transactions within the meaning of, and in accordance with, the safe harbour from the registration requirements provided by Regulation S.

Important notices relating to the financial advisers

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively to Bidco and the members of the Consortium and for no one else and will not be responsible to anyone other than Bidco and the members of the Consortium for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither Morgan Stanley, 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 Morgan Stanley in connection with the Acquisition, any statement contained in this announcement or otherwise.

Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Dignity and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Dignity for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Rothschild & Co in connection with this announcement, any statement contained in this announcement, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.

Liberum, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as corporate broker to Castelnau and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Castelnau for providing the protections afforded to clients of Liberum, nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Liberum nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Liberum in connection with this announcement, any statement contained in this announcement, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Liberum as to the contents of this announcement.

Investec, which is authorised by the PRA and regulated by the FCA and the PRA, is acting as corporate broker exclusively to Dignity and for no one else in connection with the Acquisition or other matters referred to in this announcement and will not be responsible to anyone other than Dignity 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 set out in this announcement. Further, Investec accepts no responsibility whatsoever and makes no representations or warranty, express or implied, for or in respect of the contents of this announcement. Investec and its affiliates accordingly disclaim, to the fullest extent permitted by law, any and all responsibility and liability whatsoever, arising in tort or otherwise, which it might otherwise have in respect of this announcement, any statement contained in it, the Acquisition or otherwise.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference into this announcement), oral statements regarding the Acquisition and other information published by Bidco, the members of the Consortium and Dignity contain statements which are, or may be deemed to be, "forward-looking statements" with respect to the financial condition, results of operations and business of Dignity and certain plans and objectives of Bidco. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Dignity 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. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "is subject to", "budget", "scheduled", "forecast", "intend", or other words of similar meaning. These statements are based on assumptions and assessments made by Bidco and/or Dignity in light of their experience and their perception of historical trends, current conditions, likely future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future, and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and investors are therefore cautioned not to place undue reliance on these forward-looking statements.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. For a discussion of important factors which could cause actual results to differ from forward-looking statements in relation to Dignity, refer to the annual report and accounts of Dignity for the financial year ended 31 December 2021.

Each forward-looking statement speaks only as at the date of this announcement. Neither Bidco nor Dignity, nor any member of their respective groups, assumes any obligation to update or revise any forward-looking statements contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

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.