16 Feb 2018 16:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
16 February 2018
RECOMMENDED £50 MILLION ACQUISITION
of
MAYAIR GROUP PLC
by
POLY GLORIOUS INVESTMENT COMPANY LIMITED
to be effected by means of a scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991
Posting of Scheme Document
On 26 January 2018, the board of directors of Poly Glorious Investment Company Limited ("Poly Glorious") announced that it had reached agreement with the independent directors of MayAir Group plc ("MayAir") on the terms of a recommended acquisition of MayAir by Poly Glorious, pursuant to which Poly Glorious will acquire the entire issued ordinary share capital of MayAir in consideration for 120 pence in cash for each Scheme Share, other than the Scheme Shares held by the Management Shareholders. Management Shareholders will receive Consideration Shares pro rata to their existing shareholdings (excluding treasury shares) in MayAir representing, in aggregate, 21.89 per cent. of the Enlarged Poly Glorious Share Capital.
The Acquisition is to be implemented by way of a Scheme of Arrangement under Part 18A of the Companies Law, which requires the approval of Scheme Shareholders and the sanction of the Scheme by the Court.
The boards of MayAir and Poly Glorious are pleased to announce that the scheme document in relation to the Offer (the "Scheme Document") is being posted to MayAir Shareholders today, setting out, inter alia, the terms and conditions of the Acquisition, an explanatory statement in compliance with Article 126 of the Companies Law, an expected timetable of principal events, notices of the Court Meetings and General Meeting and details of the actions to be taken by MayAir Shareholders, together with the Forms of Proxy for the Meetings.
For information purposes only, the Scheme Document will also be made available to persons with information rights.
Terms and expressions used in this announcement shall (unless the context otherwise requires) have the same meanings given to them in the Scheme Document. Copies of this announcement and the Scheme Document will be available (subject to certain restrictions relating to persons in Restricted Jurisdictions (as defined below)) on MayAir's website (www.mayairgroup.com) and Poly Glorious's website (www.poly-pgi.com) up to and including the Effective Date. For the avoidance of doubt, the contents of those websites are not incorporated into, and do not form part of, this announcement.
Notices of the Court Meetings and General Meeting
Before the Court's approval can be sought to sanction the Scheme, the Scheme will require approval by the Management Shareholders at the Court Meeting for Management Shareholders, approval by Non-Management Shareholders at the Court Meeting for Non-Management Shareholders and the passing of the Special Resolution and the Management Shareholder Consideration Resolution at the General Meeting.
The Court Meetings and the General Meeting will each be held at offices of Bedell Cristin, 26 New Street, St. Helier, Jersey, JE2 3RA on 12 March 2018. The Court Meeting for Management Shareholders will start at 2:30 p.m., the Court Meeting for Non-Management Shareholders will start at 2:35 p.m. and the General Meeting will start at 2:45 p.m. (or as soon thereafter as the Court Meetings have been concluded or adjourned). The Court Hearing to seek the Court's sanction of the Scheme will be held at the Royal Court of Jersey, Royal Court Building, Royal Square, St Helier, Jersey JE1 1BA. It is anticipated that this hearing will be held on 19 March 2018.
It is important that, for the Court Meetings, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the Scheme Shareholders' opinion.
Subject to the approval of Scheme Shareholders, the sanction of the Court and the satisfaction or waiver of the other Conditions, it is expected that the Scheme will become effective on 20 March 2018.
Summary of irrevocable undertakings
In aggregate, irrevocable undertakings to vote in favour of the Scheme at the Court Meeting for Non-Management Shareholders have been received in respect of a total of 22,080,160 MayAir Shares, representing approximately 67.37 per cent. of the MayAir Shares eligible to vote at such Court Meeting in issue on 15 February 2018 (being the latest practicable date prior to the date of the Scheme Document).
In aggregate, irrevocable undertakings to vote in favour of the Scheme at the Court Meeting for Management Shareholders have been received in respect of a total of 9,184,050 MayAir Shares, representing 100.00 per cent. of the MayAir Shares eligible to vote at such Court Meeting in issue on 15 February 2018 (being the latest practicable date prior to the date of the Scheme Document).
In aggregate, irrevocable undertakings to vote in favour of the Special Resolution at the General Meeting have been received in respect of a total of 31,264,210 MayAir Shares, representing approximately 74.51 per cent. of the existing ordinary share capital of MayAir in issue (excluding treasury shares) on 15 February 2018 (being the latest practicable date prior to the date of the Scheme Document).
In addition, irrevocable undertakings to vote in favour of the Management Shareholder Consideration Resolution to be proposed at the General Meeting have been received in respect of a total of 6,354,910 MayAir Shares, representing approximately 37.27 per cent. of the MayAir Shares held by Independent MayAir Shareholders (excluding treasury shares) on 15 February 2018 (being the latest practicable date prior to the date of the Scheme Document). The Management Shareholders and the members of the Concert Party have irrevocably undertaken not to vote (and to take all reasonable steps to ensure that none of their associates will vote) on the Management Shareholder Consideration Resolution.
Timetable
The expected timetable of principal events is attached as an Appendix to this announcement. If any of the key dates set out in the expected timetable change, an announcement will be made via a Regulatory Information Service.
Enquiries:
MayAir Group plc |
|
Yap Wee Keong, Chief Executive Officer | Tel: +60 3 8961 2908 |
Koh Tat Seng, Chief Financial Officer
| www.mayairgroup.com |
|
|
Allenby Capital Limited (Nominated Adviser and Financial Adviser) | Tel: +44 (0) 20 3328 5656 |
David Hart / David Worlidge / James Reeve
| www.allenbycapital.com |
Cantor Fitzgerald Europe (Broker) | Tel: +44 (0) 20 7894 7000 |
Andrew Craig / Richard Salmond | www.cantor.com
|
Buchanan |
|
Henry Harrison-Topham / Victoria Hayns / Gemma Mostyn-Owen | Tel: +44 (0) 20 7466 5000 |
MayAir@buchanan.uk.com | www.buchanan.uk.com |
IMPORTANT NOTICES
Allenby Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser and nominated adviser to MayAir and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than MayAir for providing the protections afforded to clients of Allenby, or for providing advice in connection with the Acquisition or any other matter referred to in this Announcement.
Cantor Fitzgerald Europe, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as broker to MayAir and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than MayAir for providing the protections afforded to clients of Cantor Fitzgerald Europe, or for providing advice in connection with the Acquisition or any other matter referred to in this Announcement.
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 SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
The Offer is being made solely through the Scheme Document, which contains the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any vote in relation to the Offer should be made only on the basis of the information contained in the Scheme Document. MayAir Shareholders are advised to read the Scheme Document carefully.
This Announcement has been prepared for the purpose of complying with the laws of England and Wales, the laws of Jersey, the Code, the Disclosure Guidance and Transparency Rules of the FCA, the AIM Rules and the rules of the London Stock Exchange 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 and Wales and Jersey.
Overseas Shareholders
The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or Jersey or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders are contained in the Scheme Document.
US investors in MayAir
The Acquisition relates to shares of a Jersey company and is proposed to be effected by means of a scheme of arrangement under the laws of Jersey. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the Jersey to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules.
Restricted Jurisdictions
Unless otherwise determined by Poly Glorious 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 Acquisition 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. 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. Copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
The availability of the Acquisition to MayAir Shareholders who are not resident in the United Kingdom or Jersey may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Jersey should inform themselves of, and observe, any applicable requirements.
Dealing 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 MayAir 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) MayAir 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 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 following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of MayAir 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 MayAir or of any securities exchange offeror(s) must make a Dealing Disclosure if the person deals in any relevant securities of MayAir 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) MayAir and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (London time) on the Business Day 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 MayAir or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by MayAir and by any offeror and Dealing Disclosures must also be made by MayAir, by any offeror(s) and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).
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.
Information relating to MayAir Shareholders
Please be aware that addresses, electronic addresses and certain information provided by MayAir Shareholders, persons with information rights and other relevant persons for the receipt of communications from MayAir may be provided to Poly Glorious during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).
Request for Hard Copy
In accordance with Rule 30.3 of the Code you may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement) by contacting Allenby Capital Limited on tel: +44 (0) 20 3328 5656 during business hours or by submitting a request in writing to Allenby Capital Limited at 5 St Helen's Place, London EC3A 6AB. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Proposals nor give any financial, legal or tax advice. It is important that you note that unless you make a request, a hard copy of this Announcement and any such information incorporated by reference in it will not be sent to you. You 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.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Unless otherwise indicated, all references below are to London times.
Event | Time and/or date 2018 |
Latest time for lodging Forms of Proxy for the: Court Meeting for Management Shareholders (BLUE form)1 Court Meeting for Non-Management Shareholders (BLUE form)1 General Meeting (WHITE form)
|
2.30 p.m. on 8 March 2.35 p.m. on 8 March 2.45 p.m. on 8 March |
Voting Record Time for the Meetings2
| 6.00 p.m. on 8 March |
Court Meeting for Management Shareholders
| 2.30 p.m. on 12 March |
Court Meeting for Non-Management Shareholders
| 2.35 p.m. on 12 March |
General Meeting3
| 2.45 p.m. on 12 March |
The following dates are subject to change4
|
|
Last day of dealings in, and registration of transfers in CREST of, MayAir Shares
| 16 March |
Scheme Record Time
| 6.00 p.m. on 16 March |
MayAir Shares suspended from trading on AIM
| 7.30 a.m. on 19 March |
Court Hearing5
| 2.30 p.m. on 19 March |
Effective Date of the Scheme
| 20 March |
Cancellation of admission to trading of, and dealings of, MayAir Shares on AIM
| 7.00 a.m. on 20 March |
Reorganisation Record Time
| 7.00 a.m. on 20 March |
Despatch of cheques and crediting of CREST accounts for Cash Consideration due under the Scheme
| within 14 days of the Effective Date |
Allotment and issue of the Consideration Shares in respect of the Management Shareholder Consideration
| within 14 days of the Effective Date |
The date by which the Scheme must become unconditional and effective, failing which it will lapse6
| 17 April |
Notes
1. The BLUE Form of Proxy for the Court Meetings may alternatively be handed to the Registrar on behalf of the Chairman of the Court Meetings at the start of the Court Meeting which you are entitled to attend.
2. If any of the Meetings are adjourned by more than 48 hours, then the Voting Record Time for the reconvened Meeting will be 6.00 p.m. on the day which is two Business Days before such reconvened Meeting.
3. If both the Court Meetings have not been concluded or adjourned prior to the scheduled commencement of the General Meeting, the commencement of the General Meeting will be delayed until both the Court Meetings have been concluded or adjourned.
4. The dates and times above are indicative only and will depend, amongst other things, on the date on which: (i) the Conditions are either satisfied or waived (to the extent they are capable of being waived); (ii) the Court sanctions the Scheme; and (iii) the Scheme is delivered to the Registrar of Companies in Jersey. If any of the expected dates change, MayAir will give adequate notice of any change by issuing an announcement through a Regulatory Information Service.
5. All MayAir Shareholders have the right to attend the Court Hearing in person or by proxy to support or approve the Scheme.
6. This date may be extended by agreement between Poly Glorious and MayAir with the consent of the Panel and (if required) the approval of the Court.