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Update on Bidco debt financing arrangements

10 Mar 2020 10:31

RNS Number : 5884F
Clayton Dubilier & Rice LLP
10 March 2020
 

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

 

10 March 2020

RECOMMENDED CASH ACQUISITION

of

HUNTSWORTH PLC

by

CD&R ARTEMIS UK BIDCO LIMITED

 

(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)

 

Update on Bidco debt financing arrangements

 

On 3 March 2020, the boards of CD&R Artemis UK Bidco Limited ("Bidco") and Huntsworth plc ("Huntsworth") announced that they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued ordinary share capital of Huntsworth (the "Acquisition") to be made by Bidco. The terms and conditions of the Acquisition were set out in the announcement on 3 March 2020 (the "Firm Offer Announcement"). Capitalised terms used in this announcement shall have the meanings given to them in the Firm Offer Announcement.

As stated in the Firm Offer Announcement, the Cash Consideration payable by Bidco to Huntsworth Shareholders pursuant to the Acquisition will be financed from a combination of equity to be invested by CD&R Fund X and external debt. Barclays Bank PLC has also agreed to be party to the debt financing, which will comprise a term loan facility of $295 million and revolving credit facility of £45 million, each provided by Royal Bank of Canada and Barclays Bank PLC.

Accordingly, Bidco has entered into an amended debt commitment letter, senior fee letter and market flex letter with Royal Bank of Canada and Barclays Bank PLC. Copies of these documents will, together with a copy of this announcement, be available on Bidco's website at https://www.cdr-inc.com/project-hunter promptly and in any event by no later than 12 noon (London time) on the Business Day following the publication of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Enquiries:

CD&R Eric Rouzier

Tel: +44(0) 20 7747 3800

BofA Securities (financial adviser to Bidco and CD&R)

Tel: +44(0) 20 7628 1000

Geoff Iles

 

Gordon Butterworth

 

Richard Abel

 

Ben Winstanley

 

 

 

Houlihan Lokey (financial adviser to Bidco and CD&R)

Jonathan Harrison

Larry DeAngelo

Mark Martin

 

Tel: +44(0) 20 7839 3355

 

RBC Capital Markets (financial adviser to Bidco and CD&R)

Tel: +44(0) 20 7653 4000

Paul Tomasic

 

Alexander Thomas

 

 

 

Further information

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the United Kingdom, is acting as financial adviser exclusively 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. BofA Securities has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.

Houlihan Lokey EMEA, LLP ("Houlihan Lokey"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Bidco and CD&R and for no one else in connection with the matters described in this announcement 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 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. Houlihan Lokey has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.

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 Offer 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 Offer 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. RBC Capital Markets has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name in the form and context in which they appear.

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 Takeover 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 Takeover Code, the Panel, London Stock Exchange plc ("LSE") 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 will be contained in the Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover 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 Takeover Code and normal UK market practice, BofA Securities, Houlihan Lokey, RBC Capital Markets 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 Takeover Code and the Listing Rules. Any information about such purchases will be disclosed to the Takeover 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.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
AGRKKKBBKBKDAND
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