HNT.L Regulatory News (HNT)

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

FOR IMMEDIATE RELEASE

9 April 2020

RECOMMENDED CASH ACQUISITION

OF

HUNTSWORTH PLC ("HUNTSWORTH")

BY

CD&R ARTEMIS UK BIDCO LIMITED ("BIDCO")

a newly incorporated entity formed by Clayton, Dubilier & Rice, LLP in its capacity as adviser to Clayton, Dubilier & Rice, LLC as manager of CD&R Fund X

to be effected by means of a scheme of arrangement of Huntsworth under Part 26 of the Companies Act 2006

Update on arrangements for Meetings FOLLOWING UK GOVERNMENT COMPULSORY MEASURES

Huntsworth Shareholders should not attend the Meetings in person. Any person who does attempt to attend the Meetings in person will be refused admission.

On 3 March 2020, the Boards of Huntsworth and Bidco announced that they had agreed the terms of a recommended cash offer by Bidco for the entire issued and to be issued ordinary share capital of Huntsworth (the "Acquisition").

The Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Huntsworth and Scheme Shareholders under Part 26 of the Companies Act 2006 (the "Scheme").

On 23 March 2020, the scheme document in relation to the Scheme (the "Scheme Document"), together with the associated Forms of Proxy, were published and posted to Huntsworth Shareholders and, for information only, to persons with information rights.

Capitalised terms in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document.

Update on arrangements

The Court Meeting and the General Meeting will each be held at Huntsworth plc, 8th Floor, Holborn Gate, 26 Southampton Buildings, London, WC2A 1AN on 16 April 2020. The Court Meeting will start at 11.00 a.m. and the General Meeting will start at 11.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned). Notices of the Court Meeting and the General Meeting were set out in the Scheme Document, and Forms of Proxy for use at such Meetings were enclosed with the Scheme Document. The Scheme Document also contains, amongst other things, details of the actions to be taken by Huntsworth Shareholders entitled to vote at the Court Meeting and/or the General Meeting.

Following the publication by the UK Government on 23 March 2020 of compulsory measures prohibiting the holding of public meetings of more than two people, the Huntsworth Board now provides further guidance on the arrangements for the Meetings as follows:

The Board believes these measures are necessary and appropriate in light of the current pandemic, in particular, to protect the health and wellbeing of the Company's employees, shareholders and the wider communities in which we operate. 

As a result of the current UK Government prohibition on non-essential travel and public gatherings, Huntsworth Shareholders should not attend the Meetings in person. Any person who does attempt to attend the Meetings in person will be refused admission.

So as to give Huntsworth Shareholders the ability to listen in to, and to ask questions in relation to, the business of the Meetings, a conference call facility has been arranged to allow this. Huntsworth Shareholders shall be permitted to dial in to the Meetings and ask questions using the following details:

ID code: 8135975462.

Huntsworth Shareholders should have their Shareholder Reference Number when joining the Meetings and be ready to provide it to the Company's registrars on request. It would assist the Chairman in answering questions at the Meetings if advance notice of the nature of the questions were given by e-mail addressed to the Company Secretary at his email address martin.morrow@huntsworth.com.

No answer need be given to any question asked (whether via the conference call facility or in advance, as appropriate) if (a) to do so would interfere unduly with the conduct of the Meetings or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question or (c) it is undesirable in the interests of the Company or good order of the Meetings that the question be answered.

It should be noted that those Huntsworth Shareholders dialling in to the Meetings will not be counted in the quorum (without prejudice to their ability to vote remotely through the appointment of a proxy) and will not be able to vote at the Meetings. All Huntsworth Shareholders are encouraged to appoint a proxy in the manner set out below. To the extent that the conference call facility is not available on the day of the Meetings, or a Huntsworth Shareholder is unable to dial into the facility (for whatever reason), this will not delay or otherwise impede the Meetings proceeding as convened.

Reminder to vote by proxy

To become Effective, the Scheme will require, among other things, the approval of Huntsworth Shareholders at the Court Meeting and the passing of the Special Resolution at the General Meeting.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholders' opinion. Huntsworth Shareholders are therefore strongly urged to complete, sign and return the Forms of Proxy, or appoint the Chairman of the relevant Meeting as their proxy through the CREST electronic proxy appointment service (as appropriate), for the Court Meeting and/or the General Meeting (where entitled to do so), as soon as possible.

Forms of Proxy

The Scheme Document was sent to Huntsworth Shareholders with a blue Form of Proxy and a yellow Form of Proxy. The blue Form of Proxy is to be used in connection with the Court Meeting and the yellow Form of Proxy is to be used in connection with the General Meeting. Huntsworth Shareholders are encouraged to complete and sign both Forms of Proxy and return them (if they are located in the UK, in the reply-paid envelope provided with the Scheme Document) in accordance with the instructions printed on them to Huntsworth's registrars, Computershare, so as to arrive as soon as possible but in any event at least 48 hours before the relevant meeting, excluding any part of a day that is not a Business Day.

The Forms of Proxy may alternatively be submitted electronically by going to www.investorcentre.co.uk/eproxy and following the instructions there. For an electronic proxy appointment to be valid, the appointment must be received by Computershare no later than 48 hours before the relevant meeting, excluding any part of a day that is not a Business Day. If not already registered for the share portal, Huntsworth Shareholders will need their investor code which is located on their share certificate.

Where these options are not feasible, and so as to assist Huntsworth Shareholders in returning their Forms of Proxy in light of possible delays in postal services and other restrictions related to the Covid-19 pandemic, completed Forms of Proxy for both the Court Meeting and the General Meeting may now be scanned and sent electronically via email to Huntsworth's registrar, Computershare, at #UKCSBRS.ExternalProxyQueries@computershare.co.uk. Such completed and scanned Forms of Proxy sent by e-mail to that address must be received by Computershare so as to arrive as soon as possible but in any event at least 48 hours before the relevant meeting, excluding any part of a day that is not a Business Day. Neither the Company nor Computershare accept any liability for emails sent by a Huntsworth Shareholder but not received by Computershare by such times. Huntsworth Shareholders should note that the receipt of Forms of Proxy will not be acknowledged.

If the validly completed blue Form of Proxy relating to the Court Meeting is not lodged so as to be received by the relevant time and in accordance with the arrangements set out above, it will be invalid. Huntsworth Shareholders should note that in light of the updated arrangements set out above, it is not now possible to hand to the Chairman of the Court Meeting or to Huntsworth's registrar, Computershare, on behalf of the Chairman of the Court Meeting a validly completed blue Form of Proxy before the start of the Court Meeting. Similarly, in the case of the General Meeting, if a validly completed yellow Form of Proxy is not lodged so as to be received by the relevant time and in accordance with the arrangements set out above, it will also be invalid.

CREST proxy voting

Huntsworth Shareholders who hold shares through CREST and who wish to appoint a proxy or proxies for the Court Meeting and General Meeting or any adjournment(s) by using the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service providers, who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must in order to be valid, be transmitted so as to be received by Computershare (ID: 3RA50) at least 48 hours before the Court Meeting or the General Meeting, as applicable, excluding any part of a day that is not a Business Day. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Computershare is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsor or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Huntsworth may treat as invalid a CREST Proxy Instruction in the circumstances set out in the Regulations.

Further updates

The Huntsworth Board will continue to monitor the situation and may, if necessary, need to make further changes to the arrangements for the Meetings, including how they are conducted. Huntsworth Shareholders should therefore continue to monitor the Company's website and announcements. 

The Huntsworth Board would like to thank Huntsworth Shareholders for their understanding and support during these challenging times. 

Important notices

N.M. Rothschild and Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to Huntsworth and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Huntsworth for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. 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 herein, the Acquisition or otherwise.

Dowgate, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Huntsworth and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Huntsworth for providing the protections afforded to clients of Dowgate nor for providing advice in connection with any matter referred to herein. Neither Dowgate 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 Dowgate in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

Merrill Lynch International ("BofA Securities"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively as financial adviser for Bidco and CD&R and for no one else and will not be responsible to anyone other than Bidco and CD&R for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. 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 or otherwise.

Houlihan Lokey EMEA, LLP ("Houlihan Lokey"), which is authorised and regulated by the UK Financial Conduct Authority, is acting exclusively for Clayton, Dubilier & Rice, LLC and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Clayton, Dubilier & Rice, LLC for providing the protections afforded to its clients or for providing advice in relation to such matters. Neither Houlihan Lokey nor any of its affiliates (nor any of 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 Houlihan Lokey in connection with this announcement, any statement contained herein or otherwise.

RBC Capital Markets is the trading name for RBC Europe Limited, which is authorised by the PRA and regulated by the FCA and the PRA and is a subsidiary of Royal Bank of Canada. RBC Capital Markets is acting exclusively for Bidco and CD&R and for no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and CD&R for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither RBC Capital Markets, 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 RBC Capital Markets in connection with this announcement, any statement contained herein or otherwise.

Barclays Bank PLC, acting through its Investment Bank,("Barclays") which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for CD&R and no one else in connection with the matters described herein and will not be responsible to anyone other than CD&R for providing the protections afforded to clients of Barclays nor for providing advice in relation to the matters described herein or any other matter referred to herein.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation 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. The Acquisition will be made solely through the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).

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

This announcement has been prepared in accordance with English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The Acquisition will be subject to, amongst other things, the applicable requirements of the Code, the Panel, London Stock Exchange plc and the FCA.

Overseas Shareholders

The availability of the Acquisition to Huntsworth 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 of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Huntsworth Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, 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. Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will 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 use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in Huntsworth

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and thus 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 US.

If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, which is to be made into the US, such Takeover Offer will be made in compliance with the applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act.

It may be difficult for US holders of Huntsworth Shares to enforce their rights and any claim arising out of the US federal laws, since Bidco and Huntsworth are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Huntsworth Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the 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.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Acquisition, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the US.

US Huntsworth Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. US Huntsworth Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

In accordance with, and to the extent permitted by, the Code and normal UK market practice, Dowgate, BofA Securities, RBC Capital Markets, Barclays and their respective affiliates may continue to act as exempt principal traders or exempt market makers in Huntsworth Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In addition, in compliance with the Takeover Code and to the extent permitted under Rule 14e-5(b) under the US Exchange Act, Bidco, certain affiliated companies or their respective nominees, or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Huntsworth securities other than pursuant to the Acquisition, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices outside the United States until the date on which the Scheme becomes Effective, lapses or is otherwise withdrawn (or, if the Acquisition is implemented by way of a Takeover Offer, before or during the period in which such Takeover Offer would remain open for acceptance). To the extent required by Rule 14e-5(b)(12), such purchases, or arrangements to purchase, must comply with English law, the Code and the Listing Rules. Any information about such purchases will be disclosed to the Panel and, to the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, will be made available to all investors (including US investors) via the Regulatory Information Service on the London Stock Exchanges website, 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 Bidco and Huntsworth contain statements which are, or may be deemed to be, "forward-looking statements". 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 Huntsworth 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.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and Huntsworth (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Bidco and Huntsworth believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Huntsworth can give no assurance that such expectations will prove to be correct. 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. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and Huntsworth operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and Huntsworth operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Huntsworth, nor any of their respective associates or directors, officers 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 any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Bidco nor Huntsworth is under any obligation, and Bidco and Huntsworth expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts, estimates or quantified benefits statements

Nothing in this announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Huntsworth for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Huntsworth.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Huntsworth Shareholders, persons with information rights and participants in the Huntsworth Share Plans may request a hard copy of this announcement by contacting Huntsworth's registrars, Computershare Investor Services PLC, during business hours on 0370 707 1048 or at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ (or +44 (0)370 707 1048 from abroad). 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. Such persons may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by Huntsworth Shareholders, persons with information rights and other relevant persons for the receipt of communications from Huntsworth may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c).

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel and subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, such Takeover Offer will be implemented on substantially the same terms and conditions, so far as applicable, as those which would apply to the Scheme subject to appropriate amendments to reflect the change of method of effecting the Takeover Offer and the terms of the Co-operation Agreement.

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 figures that precede them.

Important Information

If Huntsworth Shareholders are in any doubt about the Acquisition, the contents of this announcement, the contents of the Scheme Document or the action they should take, they are recommended to seek their own financial advice immediately from their stockbroker, bank manager, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if they are in the United Kingdom, or from another appropriately authorised independent financial adviser if they are taking advice in a territory outside the United Kingdom.