28 Aug 2020 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
28 August 2020
RECOMMENDED CASH ACQUISITION
OF
HASTINGS GROUP HOLDINGS PLC
BY
DORSET BIDCO LIMITED
(a newly incorporated company jointly owned by a consortium comprising
Sampo plc and
Rand Merchant Investment Holdings Limited)
to be effected by means of a Scheme of Arrangement underPart 26 of the Companies Act 2006
PUBLICATION OF THE SCHEME DOCUMENT
On 5 August 2020, the independent directors of Hastings Group Holdings plc (Hastings) (Independent Hastings Directors) and the directors of Dorset Bidco Limited (Bidco), a newly incorporated company jointly owned by a consortium comprising Sampo plc (Sampo) and Rand Merchant Investment Holdings Limited (RMI), announced that they had reached agreement on the terms of a recommended cash offer pursuant to which Bidco will acquire the issued and to be issued share capital of Hastings not already owned or controlled by Sampo and RMI (the Offer). The Offer is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the Scheme).
Publication of the Scheme Document
Hastings is pleased to announce that the Scheme Document in relation to the Offer (the Scheme Document) is being posted tomorrow to shareholders and, for information only, to persons with information rights and is available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Hastings' website at https://www.hastingsplc.com. This contains, among other things, a letter from the Chairman of Hastings, a statutory explanatory statement, the full terms and conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and General Meeting (the Meetings) and details of the action to be taken by shareholders, together with Forms of Proxy for the Meetings.
Capitalised terms in this announcement (the Announcement), unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this Announcement are to London times unless otherwise stated.
Notices of the Court Meeting and General Meeting
As detailed further in the Scheme Document, the Scheme is subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document. To become effective, the Scheme will require, amongst other things, the approval of the requisite majority of eligible shareholders to (i) vote in favour of the Scheme at the Court Meeting and (ii) pass a Special Resolution at the General Meeting.
The Court Meeting and the General Meeting to approve the Scheme (and the steps contemplated by the Scheme) are scheduled to be held at 11.00 a.m. and 11.15 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned), respectively, on 22 September 2020 at the offices of Conquest House, 32-34 Collington Avenue, Bexhill-on-sea, East Sussex, TN39 3LW.
The Independent Hastings Directors, who have been so advised by Barclays, Fenchurch Advisory Partners and Numis as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing their advice to the Independent Hastings Directors, Barclays, Fenchurch Advisory Partners and Numis have taken into account the commercial assessments of the Independent Hastings Directors. Barclays, Fenchurch Advisory Partners and Numis are providing independent financial advice to the Independent Hastings Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Independent Hastings Directors consider that the Offer is in the best interests of Hastings Shareholders as a whole and recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Hastings Shareholders vote in favour of the resolution to be proposed at the General Meeting, as the Independent Hastings Directors who hold Hastings Shares have irrevocably undertaken to do in respect of their entire beneficial holdings of Shares.
For the purposes of the Offer, Herman Bosman, a non-executive director of Hastings, is not an Independent Hastings Director, due to his position as CEO of RMI, and therefore has not participated in the consideration of the Offer by the Independent Hastings Directors or the decision of the Independent Hastings Directors to recommend the Offer as set out above.
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 the opinion of Scheme Shareholders. In light of the Coronavirus (COVID-19) outbreak eligible shareholders will not be able to attend the Court Meeting or the General Meeting in person. It is therefore very important that shareholders vote by appointing the Chair of each of the Court Meeting and the General Meeting as their proxy (either electronically or by post using the printed Forms of Proxy) as soon as possible.
A conference call facility has been arranged to allow eligible shareholders, proxies (other than the Chair of each of the Meetings) and corporate representatives to listen to, and to ask questions in relation to, the business of the Meetings. Further details in respect of this will be included in the Scheme Document.
Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.
Copies of the Scheme Document will be submitted to the National Storage Mechanism later today and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Expected timetable of principal events
The Scheme Document contains a current expected timetable of principal events for the implementation of the Scheme, which is also set out in the Appendix to this Announcement. Subject to the approval of shareholders and the Court, and to the satisfaction or waiver of the other Conditions set out in the Scheme Document, the Scheme is expected to become effective in late 2020 and an update to the expected timetable will be announced following receipt of relevant antitrust and regulatory clearances.
Information for Shareholders
If you have any questions in relation to this Announcement, the Scheme Document, the Meetings, or the completion and return of the Forms of Proxy, please telephone Equiniti Limited between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding English and Welsh public holidays) on 0371 384 2050 from within the UK or +44 (0)121 415 0259 if calling from outside the UK. Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be randomly monitored for security and training purposes. The Shareholder Helpline cannot provide advice on the merits of the Scheme nor give any financial, legal or tax advice.
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Freshfields Bruckhaus Deringer LLP is acting as legal adviser to Hastings in connection with the Offer. Allen & Overy LLP is acting as legal adviser to Bidco in connection with the Offer.
Important notices relating to financial advisers
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove), is authorised in the UK by the Prudential Regulation Authority and regulated in the UK by the Prudential Regulation Authority and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Bidco, Sampo plc, RMI and Main Street 1353 Proprietary Limited and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Bidco, Sampo plc, RMI and Main Street 1353 Proprietary Limited for providing the protections afforded to clients of J.P. Morgan Cazenove, or for providing advice in relation to any matter referred to herein.
Barclays Bank PLC, acting through its Investment Bank (Barclays), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Hastings and no‑one else in connection with the Offer and will not be responsible to anyone other than Hastings 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.
Fenchurch Advisory Partners LLP (Fenchurch Advisory Partners), which is authorized and regulated by the FCA, is acting exclusively for Hastings and no-one else in connection with the Offer and will not be responsible to anyone other than Hastings for providing the protections afforded to clients of Fenchurch Advisory Partners nor 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.
Numis Securities Limited (Numis), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Hastings and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Hastings for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to herein.
In accordance with the Code, normal UK market practice and Rule 14e-5(b) of the U.S. Exchange Act, each of Barclays, Natixis SA and their affiliates will continue to act as exempt principal trader in Hastings securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the UK pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the UK.
Further Information
This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to purchase, otherwise acquire or subscribe for or dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely by the Scheme Document (or in the event that the Offer is to be implemented by means of a Takeover Offer, the offer document), which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the Scheme. Any voting decision or response in relation to the Offer should be made solely on the basis of the Scheme Document.
This Announcement does not constitute a prospectus or an exempted document.
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 England.
Overseas Shareholders
The release, publication or distribution of this Announcement in jurisdictions other than the UK or the U.S. may be restricted by law and therefore any persons who are not resident in the UK or the U.S. or who are subject to the laws of any jurisdiction other than the UK or the U.S. (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK or the U.S. or who are subject to the laws of another jurisdiction to participate in the Offer or to vote their Hastings Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing the Chair of the Court Meeting (or any other person) to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that 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.
Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Offer shall 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 Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
The Offer will be subject to the applicable requirements of English law, the Code, the Panel, the London Stock Exchange, the FCA, the applicable requirements of Gibraltar law and the GFSC.
Copies of this Announcement and any formal documentation relating to the Offer 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 or any jurisdiction where to do so would constitute a violation of the laws of such 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. Doing so may render invalid any related purported vote in respect of acceptance of the Offer.
If the Offer 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 use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail 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 Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
The availability of the Offer to Scheme Shareholders who are not resident in the UK or the U.S. may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK or the U.S. should inform themselves of, and observe, any applicable requirements. Further details in relation to Independent Hastings Shareholders in overseas jurisdictions will be contained in the Scheme Document.
Notice to U.S. investors in Hastings
The Offer relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for under English company law. The Offer, implemented by way of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act, as amended. Accordingly, the Offer is subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company in the UK listed on the London Stock Exchange, which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. Unless otherwise stated, the financial information with respect to Hastings included in this Announcement and the Scheme Document has been prepared in accordance with generally accepted accounting principles in the UK and includes both IFRS and non-IFRS financial measures, and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S. If, in the future, Bidco exercises its right to implement the Offer by way of a Takeover Offer and determines to extend the Takeover Offer into the U.S., such Takeover Offer will be made in compliance with applicable U.S. laws and regulations, including applicable U.S. tender offer regulations.
The receipt of cash pursuant to the Scheme by U.S. shareholders as consideration for the transfer of their Hastings Shares pursuant to the Scheme may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each Hastings Shareholder (including each U.S. shareholder) is urged to consult his independent professional adviser immediately regarding the tax consequences of the Offer applicable to him. Neither the SEC nor any U.S. state securities commission has approved or disproved or passed judgment upon the fairness or the merits of the Offer or determined if this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the U.S.
Some or all of Hastings' officers and directors reside outside the U.S., and some or all of its assets are or may be located in jurisdictions outside the U.S. Therefore, investors may have difficulty effecting service of process within the U.S. upon those persons or recovering against Hastings or its officers or directors on judgments of U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment. It may not be possible to sue Hastings or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Hastings Shares outside the US, other than pursuant to the Offer, until the date on which the Scheme 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. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at https://www.londonstockexchange.com/.
Publication on website and availability of hard copies
A copy of this Announcement and the documents required to be published pursuant to Rule 26 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) for inspection free of charge on Hastings' website at https://www.hastingsplc.com by no later than 12 noon London time on the Business Day following the Announcement.
Neither the contents of that website nor the content of any other website accessible from hyperlinks on that website is incorporated into, or forms part of, this Announcement.
Hastings Shareholders may request a hard copy of this Announcement by contacting Equiniti Limited between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding English and Welsh public holidays) on 0371 384 2050 (from within the UK) or +44 (0)121 415 0259 (from outside the UK) or by submitting a request in writing to Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. If you have received this Announcement in electronic form, 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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one 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. (London time) 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. (London time) 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 one 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, 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. (London time) 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 https://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
APPENDIXEXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown are London times unless otherwise stated. All dates and times are based on Hastings' and Bidco's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Hastings Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Hastings' website at www.hastingsplc.com.
Event | Expected time/date |
Latest time for lodging Forms of Proxy for: | |
Court Meeting (PINK form) | 11.00 a.m. on 18 September 2020(1) |
General Meeting (WHITE form) | 11.15 a.m. on 18 September 2020(1) |
Latest time to request to attend the Meetings by way of telephone | 6.30 p.m. on 18 September 2020(2) |
Voting Record Time | 6.30 p.m. on 18 September 2020(3) |
Court Meeting | 11.00 a.m. on 22 September 2020 |
General Meeting | 11.15 a.m. on 22 September 2020(4) |
The following dates are indicative only and subject to change; please see note (4) below | |
Court Hearing | As soon as reasonably practicable after Bidco confirms the satisfaction or waiver of Conditions (b) to (e) set out in Part A of Part III (Conditions to and further terms of the Offer and the Scheme) of the Scheme Document ("D")(5) |
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Hastings Shares | D(5) |
Suspension of listing and dealings in Hastings Shares | 6.00 p.m. on D(5) |
Scheme Record Time | 6.00 p.m. on D(5) |
Effective Date of the Scheme | D + 1 Business Day(5) |
Cancellation of listing of Hastings Shares | By no later than 8.00 a.m. on D + 2 Business Days(5) |
Latest date for dispatch of cheques/settlement through CREST for the Consideration due under the Scheme | Within 14 days of the Effective Date |
Latest date by which Scheme must be implemented | 30 April 2021(6) |
Notes:
(1) The PINK Form of Proxy for the Court Meeting must be received by 11.00 a.m. on 18 September 2020 (or, if the Court Meeting is adjourned, 48 hours (excluding non-working days) before the adjourned Court Meeting) in order to be valid. The WHITE Form of Proxy must be received no later than 11.15 a.m. (London time) on 18 September 2020 (or, if the General Meeting is adjourned, 48 hours (excluding non-working days) before the time fixed for the adjourned Meeting) in order to be valid.
(2) If either the Court Meeting or the General Meeting is adjourned, the latest time to request to attend the relevant adjourned Meeting by telephone will be 6.30 p.m. on the date which is two days (excluding non-working days) before the date set for such adjourned Meeting.
(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the date which is two days (excluding non-working days) before the date set for such adjourned Meeting.
(4) To commence at 11.15 a.m. or, as soon thereafter as the Court Meeting shall have concluded or adjourned.
(5) These times and dates are indicative only and will depend on, among other things, the dates upon which (i) the Conditions are satisfied or (where applicable) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. Hastings will give notice of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Hastings' website at www.hastingsplc.com. Any further updates or changes to these times will be notified in the same way.
(6) The process is expected to be completed by late 2020 but the parties have agreed that the latest date by which the Scheme must be implemented shall be 30 April 2021. The date may be extended by agreement between Hastings and Bidco with the prior consent of the Panel and (if required) the approval of the Court.