18 Nov 2021 17:04
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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
18 November 2021
RECOMMENDED CASH ACQUISITION
of
STOCK SPIRITS GROUP PLC
by
SUNRAY INVESTMENTS LUXEMBOURG S.À R.L.
Disclosure under Rule 26
On 12 August 2021, the boards of Stock Spirits Group plc ("Stock Spirtis") and Sunray Investments Luxembourg S.à r.l. ("Bidco") announced that they had reached agreement on the terms and conditions of a recommended all cash acquisition of the entire issued, and to be issued, ordinary share capital of Stock Spirits (the "Acquisition"). Capitalised terms used but not defined in this announcement have the meanings given to them in the scheme document published on 27 August 2021 containing the full terms and conditions of the Acquisition (the "Scheme Document").
In accordance with Bidco's intentions referred to in paragraph 7 of the Scheme Document (as defined below), Bidco announces that it has entered into:
a) a senior facilities agreement between, amongst others, Sunray Gamma S.à r.l. as parent (the "Parent") and original guarantor, Bidco, Rolamil Investments Sp. z o.o. (the "Polish Company") and PVL Assets s.r.o (the "Czech Company") as original borrowers and original guarantors (the Polish Company and the Czech Company each being direct subsidiaries of Bidco), Citibank N.A., London branch, Bank Polska Kasa Opieki S.A., BNP Paribas Bank Polska S.A., ING Bank N.V., London branch, Komerční Banka, A.S. and UniCredit S.p.A. as bookrunners and arrangers, Bank Handlowy w Warszawie S.A., Bank Polska Kasa Opieki S.A., BNP Paribas Bank Polska S.A., ING Bank N.V., London branch, Komerční Banka, A.S. and UniCredit S.p.A. as original lenders and ING Bank N.V., London Branch as agent and security agent (the "Senior Facilities Agreement"). The aggregate principal amount of Facility A1 and Facility B1 (each as defined in the Senior Facilities Agreement), available to Bidco, the Polish Company and the Czech Company pursuant to (and subject to the terms of) the Senior Facilities Agreement being EUR 206,540,000; and the aggregate principal amount of Facility A2 and Facility B2 (each as defined in the Senior Facilities Agreement and Facility A1, Facility A2, Facility B1 and Facility B2 together the "Term Facilities") available to the Polish Company pursuant to (and subject to the terms of) the Senior Facilities Agreement, being PLN 820,000,000;
b) an intercreditor agreement between, amongst others, Sunray Beta S.à r.l. as holdco, the Parent, Bidco, the Czech Company and the Polish Company as original debtors and original intra-group lenders and ING Bank N.V., London branch as original security agent (the "Security Agent") and original senior agent (the "Intercreditor Agreement");
c) an agency and security agency fee letter with ING Bank N.V., London branch as agent and security agent (the "Agency Fee Letter");
d) a Luxembourg law security document with the Security Agent providing security in favour of the Secured Parties (under and as defined in the Intercreditor Agreement) over its material bank accounts;
e) a Polish law security document with the Security Agent providing security in favour of the Secured Parties (under and as defined in the Intercreditor Agreement) over the shares it owns in the Polish Company; and
f) a Czech law security document with the Security Agent providing security in favour of the Secured Parties (under and as defined in the Intercreditor Agreement) over the shares it owns in the Czech Company (the security documents described in paragraphs (d) to (f) the "Security Documents").
The proceeds of loans drawn under the Term Facilities will be used for the purpose of, amongst other things, financing any amount payable under or in connection with the Acquisition, fees, costs and expenses related to the Acquisition and the financing thereof and refinancing the existing indebtedness of Stock Spirits and its subsidiaries.
A copy of the Senior Facilities Agreement, the Intercreditor Agreement, the Agency Fee Letter and the Security Documents are available on Stock Spirits' and Bidco's websites at www.stockspirits.com/investors/default.aspx and www.cvc-sunray-offer-2021.com respectively.
Enquiries:
CVC
Carsten Huwendiek 020 7420 4240
Citigroup Global Markets Limited (Financial Adviser and Corporate Broker to Bidco)
Sian Evans 020 7986 4000
Peter Brown (Corporate Broking)
Tulchan Communications (PR Adviser to Bidco)
Jonathan Sibun 020 7353 4200
Simon Pilkington
Will Palfreyman
Important notices
J.P. Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, ("J.P. Morgan Cazenove") which is authorised in the UK by the Prudential Regulation Authority (the "PRA") and regulated in the UK by the PRA and Financial Conduct Authority (the "FCA"), is acting as joint financial adviser exclusively for Stock Spirits and no-one else in connection with the Acquisition and will not regard any other person as a client in relation to the Acquisition and will not be responsible to anyone other than Stock Spirits for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.
Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Stock Spirits and no-one else in connection with the Acquisition and all other matters described in this Announcement and will not be responsible to anyone other than Stock Spirits for providing the protections afforded to clients of Numis nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither Numis nor any of its affiliates, nor any of its or their directors or employees, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with this Announcement, the matters referred to herein, any statements contained herein, the Acquisition or otherwise.
Citigroup Global Markets Limited ("Citi") which is authorised in the UK by the PRA and regulated by the FCA and PRA, is acting exclusively as financial adviser and corporate broker for Bidco and no-one else in connection with the Acquisition, and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Citi, nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.
This Announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to the Acquisition or otherwise.
The Acquisition shall be made implemented solely by means of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the related offer document) which, together with the Forms of Proxy, contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme 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 an Offer, the related offer document).
This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
This Announcement does not constitute a prospectus or prospectus-equivalent document. Stock Spirits and Bidco urge Stock Spirits Shareholders to read the Scheme Document because it contains important information relating to the Acquisition.
Overseas Jurisdictions
The release, publication or distribution of this Announcement in or into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of 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. This Announcement does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this Announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
This Announcement has been prepared in accordance with and for the purpose of complying with applicable English law, the Takeover Code, the Market Abuse Regulation, the Disclosure, Guidance and Transparency Rules and the Listing Rules and 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.
The availability of the Acquisition to Stock Spirits Shareholders who are not resident in and citizens of the UK 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 UK 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 UK to vote their Stock Spirits 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.
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 this Announcement and all such documents relating to the Acquisition (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 the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the 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 Offer may not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction
The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA.
Notice to US investors
US Holders should note that the Acquisition relates to shares in an English company and is proposed to be implemented by means of a scheme of arrangement under English 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 Exchange Act. Accordingly, the Acquisition and the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement and Scheme Document has been prepared in accordance with International Financial Reporting Standards, 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. However, if, in the future, Bidco were to exercise its right to implement the Acquisition by way of an Offer, such Offer will be made in compliance with applicable US tender offer and securities laws and regulations.
The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Stock Spirits Shareholder is urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.
It may be difficult for US Holders to enforce their rights and any claims arising out of the US federal securities laws in connection with the Acquisition, since Bidco and Stock Spirits are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US.
US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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.
To the extent permitted by applicable law, in accordance with normal UK market practice and pursuant to Rule 14e-5(b) of the US 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, Stock Spirits Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or 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 a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
In accordance with the Takeover Code, normal UK market practice and Rule 14e-5(b) of the US
Exchange Act, Citi and J.P. Morgan Cazenove and each of their affiliates will continue to act as exempt principal traders in Stock Spirits 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 Takeover Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at https://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 Stock Spirits, the Stock Spirits Group, Bidco and/or the Wider Bidco Group contain statements, which are, or may be deemed to be, "forward-looking statements" (including for the purposes of the US Private Securities Litigation Reform Act of 1995). 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 Stock Spirits, the Stock Spirits Group, Bidco and/or the Wider Bidco Group (as applicable) 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. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "intends", "cost-saving", "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. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Stock Spirits, any member of the Stock Spirits Group, Bidco, the Wider Bidco Group or any member of the Bidco Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Stock Spirits, any member of the Stock Spirits Group, Bidco or any member of the Wider Bidco Group's business.
Although Stock Spirits and Bidco believe that the expectations reflected in such forward-looking statements are reasonable (other than where expressly disclaimed), none of Stock Spirits, the Stock Spirits Group, Bidco and/or the Wider Bidco Group can give any 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 satisfaction of the Conditions, as well as additional factors, such as: changes in the global political, economic, business and competitive environments; inability to obtain, or meet conditions imposed for, required governmental and regulatory approvals; legal or regulatory developments and changes, including, but not limited to, changes in environmental and health and safety regulations; government actions; foreign exchange rate and interest rate fluctuations; changes in tax rates; weak, volatile or illiquid capital and/or credit markets; market position of the companies comprising the Stock Spirits Group; earnings; financial position; cash flows; return on capital and operating margins; anticipated investments; the ability of Bidco and/or the Stock Spirits Group to obtain capital/additional finance; an unexpected decline in revenue or profitability; retention of senior management; the maintenance of labour relations; fluctuations in commodity prices and other input costs; operating and financial restrictions as a result of financing arrangements; changes in consumer habits and preferences including a reduction in demand by customers; competitive product and pricing pressures; future business combinations or disposals; success of business and operating initiatives; and changes in the level of capital investment.
Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.
None of Stock Spirits, the Stock Spirits Group, Bidco nor the Wider Bidco Group nor any of their respective associates or directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Given these risks and uncertainties, potential investors are cautioned not to place any reliance on these forward-looking statements.
Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Stock Spirits Group, there may be additional changes to the operations of the Stock Spirits Group. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.
Other than in accordance with their legal or regulatory obligations, none of Stock Spirits, the Stock Spirits Group, Bidco nor the Wider Bidco Group is under any obligation, and each of the foregoing expressly disclaim any intention or obligation to update or to revise any forward-looking statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (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 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 Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (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 an offeree company or a securities exchange offeror, they shall 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 http://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.
No Profit Forecasts or Estimates
No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Stock Spirits for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Stock Spirits.
Publication on a website
This Announcement and the documents required to be published pursuant to Rule 26.3 of the Takeover Code, will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Stock Spirits' and Bidco's websites at www.stockspirits.com/investors/default.aspx and www.cvc-sunray-offer-2021.com respectively. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this Announcement
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Stock Spirits Shareholders, persons with information rights and participants in Stock Spirits Share Plans may request a hard copy of this Announcement, the Scheme Document or information incorporated into the Scheme Document by contacting Stock Spirits' Registrar, Computershare, through either of the following methods: (i) by calling +44 (0)370 873 5834 between 9:00 a.m. and 5:30 p.m. Monday to Friday (London time) (except public holidays in England and Wales); or (ii) by submitting a request in writing to Computershare at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom, in each case, stating your name, and the address to which the hard copy should be sent. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Please note that calls may be monitored or recorded for security and training purposes and Computershare cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.
Electronic communications
Please be aware that addresses, electronic addresses and certain information provided by Stock Spirits Shareholders, persons with information rights and other relevant persons for the receipt of communications from Stock Spirits may be provided to Bidco, members of the Bidco Group and/or their respective advisers during the Offer Period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
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 the figures that precede them.