24 Nov 2022 10:55
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 OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE 24 November 2022
Recommended Cash Acquisition
of
Euromoney Institutional Investor PLC
by
Becketts Bidco Limited
a newly incorporated company controlled by funds managed and/or advised by Astorg Asset Management S.à r.l., Epiris GP Limited and Epiris GP III Limited
to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 18 July 2022, the boards of Euromoney Institutional Investor PLC (Euromoney) and Becketts Bidco Limited (Bidco) announced that they had reached agreement on the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued ordinary share capital of Euromoney for 1,461 pence per share (the Acquisition). Bidco is a newly formed company indirectly owned by funds managed and/or advised by Astorg Asset Management S.à r.l., Epiris GP Limited and Epiris GP III Limited (together, the Consortium) for the purpose of making the Acquisition.
The Acquisition is to be effected by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme). The circular in relation to the Scheme was published or made available to the Scheme Shareholders on 12 August 2022 (the Scheme Document).
Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Document.
On 22 November 2022, Euromoney announced that the Court had sanctioned the Scheme to effect the Acquisition. Euromoney is pleased to announce that the Court Order has been delivered to the Registrar of Companies today and, accordingly, the Scheme has now become effective in accordance with its terms.
Settlement of Consideration
Under the terms of the Scheme, Scheme Shareholders on the register of members of Euromoney at the Scheme Record Time (6.00 p.m. on 23 November 2022) will be entitled to receive 1,461 pence for each Scheme Share held at the Scheme Record Time. Settlement of the consideration to which each Scheme Shareholder is entitled will be effected by way of despatch of cheques or settlement via electronic transfer (for Scheme Shareholders holding Scheme Shares in certificated form) or through CREST (for Scheme Shareholders holding Scheme Shares in uncertificated form) as soon as practicable and in any event not later than 8 December 2022.
Delisting of Euromoney Shares
Dealings in Euromoney Shares were suspended with effect from 7.30 a.m. today, 24 November 2022. Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the delisting of Euromoney Shares from the Official List and cancellation of the admission to trading of Euromoney Shares on the main market of the London Stock Exchange, which are each expected to take place at 8.00 a.m. tomorrow, 25 November 2022.
Enquiries:
Euromoney Institutional Investor PLC
Wendy Pallot, Chief Financial Officer Tel: +44 (0) 20 7779 8866
Christian Cowley, Head of Investor Relations Tel: +44 (0) 7408 863 420
Goldman Sachs International (Lead financial adviser to Euromoney)
Mark Sorrell Tel: +44 (0) 20 7774 1000
Nick Harper
Khamran Ali
UBS (Financial adviser and corporate broker to Euromoney)
Jonathan Retter Tel: +44 (0) 20 7567 8000
Jonathan Rowley
Numis (Corporate broker to Euromoney)
Mark Lander Tel: +44 (0)20 7260 1000
FTI Consulting (Public relations adviser to Euromoney)
Jamie Ricketts Tel: +44 (0) 20 3727 1000
Tom Blundell euromoney@fticonsulting.com
Lucy Highland
Astorg
James Davis Tel: +44 20 3443 8450
Michal Lange
Epiris
Ian Wood Tel: +44 20 7214 4200
Chris Hanna
BofA Securities (Joint financial adviser to the Consortium and Bidco)
Geoff Iles Tel: +44 20 7628 1000
George Close-Brooks
Alex Newman
Raymond James (Joint financial adviser to the Consortium and Bidco)
Stuart Sparkes Tel: +44 20 3798 5713
George Watson
Greenbrook (Public relations adviser to the Consortium and Bidco)
Rob White Tel: +44 20 7952 2000
James Madsen Becketts@greenbrookadvisory.com
Matthew Goodman
Freshfields Bruckhaus Deringer LLP are retained as legal adviser to Euromoney.
Latham & Watkins LLP are retained as legal adviser to the Consortium and Bidco.
Important notices relating to financial advisers
Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively for Euromoney and no one else in connection with the Acquisition and will not be responsible to anyone other than Euromoney for providing the protections afforded to clients of Goldman Sachs International or for providing advice in connection with the matters referred to in this announcement.
UBS AG London Branch (UBS) is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority (the PRA) and subject to regulation by the Financial Conduct Authority and limited regulation by the PRA in the United Kingdom. UBS is providing financial advice to Euromoney and no one else in connection with the Acquisition. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the process, contents of this announcement or any other matter referred to herein.
Numis Securities (Numis), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Euromoney and no one else in connection with the Acquisition and will not be responsible to anyone other than Euromoney for providing the protections afforded to clients of Numis Securities nor for providing advice in relation to the Acquisition. Neither Numis Securities 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 Numis Securities in connection with this announcement, any statement contained herein or otherwise.
Merrill Lynch International (BofA Securities), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting as financial adviser exclusively for the Consortium and Bidco in connection with the Acquisition and for no one else and will not be responsible to anyone other than the Consortium and Bidco for providing the protections afforded to its clients or for providing advice in relation to the Acquisition. Neither BofA Securities, 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 BofA Securities in connection with this announcement, any statement contained herein, the Acquisition or otherwise.
Raymond James Financial International Limited (Raymond James), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to the Consortium and Bidco and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than the Consortium and Bidco for providing the protections afforded to clients of Raymond James nor for providing advice in connection with the matters referred to herein. Neither Raymond James 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 Raymond James in connection with this announcement, any statement contained herein, the Acquisition or otherwise.
Further information
This announcement 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 Euromoney in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document and (in respect of Euromoney Shares held in certificated form) the acceptance forms accompanying the Scheme Document, which will, together, contain the full terms and conditions of the Acquisition including details of how it may be accepted.
This announcement does not constitute a prospectus or a prospectus equivalent 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 City Code on Takeovers and Mergers (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 and notice to US Euromoney Shareholders
This announcement has been prepared for the purpose 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 the United Kingdom.
The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.
Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.
The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, 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 and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of a company incorporated in England and it is proposed to be made by means of a scheme of arrangement provided for under English law. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer in accordance with the terms of the Co-operation Agreement, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Euromoney outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act.
Further details in relation to Overseas Shareholders are contained in paragraph 15 of Part II (Explanatory Statement) of the Scheme Document.
Forward looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Euromoney may contain certain "forward-looking statements" with respect to Euromoney, Bidco Astorg and Epiris. 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 "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. 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 of Astorg, Epiris and/or Bidco and the expansion and growth of Euromoney and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Euromoney.
These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of Astorg, Epiris, Bidco or Euromoney, nor any of their respective associates, directors, officers, employees or advisers, 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. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Astorg, Epiris, Bidco or Euromoney or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Astorg, Epiris, Bidco and Euromoney assume no obligation to update publicly or revise forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.
Disclosure requirements of the Code
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 p.m. on the 10th Business Day (as defined in the Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. on the 10th Business Day (as defined in the Code) 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 p.m. on the Business Day (as defined in the Code) 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 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 on website
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, free of charge on Euromoney's website at www.euromoneyplc.com/investors/offer and Bidco's website at www.electron-offer.com/. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.
Requesting hard copies
In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement and all information incorporated into this announcement by reference to another source by contacting Equiniti during business hours on +44 (0) 333-207-5952 or by submitting a request in writing to Equiniti at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.