Last checked at 12 Jan 2017 16:55
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
12 JANUARY 2017
RECOMMENDED ACQUISITIONofDEE VALLEY GROUP PLCbySEVERN TRENT WATER LIMITED
Background
On 23 November 2016, the board of directors of Severn Trent announced a revised offer to acquire all of the Voting Ordinary Shares for 1,825 pence per share (pursuant to a scheme of arrangement of Dee Valley under Part 26 of the Companies Act 2006) and the Non-Voting Ordinary Shares (pursuant to a contractual offer in accordance with Rule 14 of the Takeover Code) for 1,713 pence per share.
On 24 November 2016, the Dee Valley Board announced that it was recommending this Revised Severn Trent Proposal.
On 11 January 2017, the Dee Valley Board announced that it had come to their attention that a series of approximately 445 recent transfers of small holdings in Voting Ordinary Shares had taken place (the "Transfers") which may distort the outcome of the shareholder vote held today at the Court Meeting convened in connection with the Scheme.
Dee Valley obtained directions from the Court (the "Court Direction"), that the chairman of the Court Meeting (the "Chairman") may not accept the votes of the holders of the Voting Ordinary Shares which were subject to the Transfers (the "Transferred Shares"). This was intended to allow the Scheme to proceed to the Scheme Court Hearing, currently set for 18 January 2017, in circumstances where the votes of the Transferred Shares could otherwise have caused the Scheme to lapse without all interested parties being given the opportunity to make representations. At the Scheme Court Hearing, the Court will be given the opportunity to assess whether the Transferred Shares should have been counted for the purposes of voting on the Scheme at the Court Meeting.
To assist the Court's analysis at the Scheme Court Hearing the Court Direction required the Chairman to report to the Court the outcome of the Court Meeting in the alternative (a) that the votes relating to the Transferred Shares were not accepted and (b) that they were accepted.
Results of Court Meeting and General Meeting
Court Meeting
At the Court Meeting, having not accepted the votes of the holders of the Transferred Shares, a majority in number of Scheme Shareholders who voted (either in person or by proxy) representing 87.20 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. Accordingly, the resolution proposed at the Court Meeting was passed on a poll vote. Details of the votes (having not accepted the votes of the holders of the Transferred Shares) are as follows:
Number of Scheme Shareholders who voted | Number of Scheme Shares voted | % of Scheme Shares voted | % of Scheme Shareholders who voted | Number of Scheme Shares voted as a % of the issued share capital* | |
For | 363 | 1,454,463 | 87.20% | 91.90% | 35.14% |
Against | 32 | 213,513 | 12.80% | 8.10% | 5.16% |
Total | 395 | 1,667,976 | 100.00% | 100.00% | 40.30% |
* The total number of Scheme Shares in issue at the Scheme Voting Record Time was 4,138,902.
General Meeting
At the General Meeting, the special resolution to authorise the implementation of the Scheme, make amendments to the Company's articles of association, re-register the Company as a private limited company and change the Company's name to Dee Valley Group Limited, as set out in the notice of the General Meeting contained in Part 15 of the Scheme Document, was duly passed on a poll vote. For the avoidance of doubt the votes of the holders of the Transferred Shares were accepted for the purposes of the General Meeting. The results are detailed as follows:
Number of Dee Valley Shares voted | % of Dee Valley Shares voted | Number of Dee Valley Shares voted as a % of the issued ordinary voting share capital** | |
For* | 1,402,407 | 86.78% | 33.88% |
Against* | 213,702 | 13.22% | 5.16% |
Withheld* | 241 | 0.01 | 0.00% |
Total | 1,616,109^ | 100.00 | 39.05% |
* Includes discretionary votes.** The total number of Voting Ordinary Shares in issue at the Scheme Voting Record Time was 4,138,902.
^ Excluding the withheld votes.
Additional report to the Court
In accordance with the Court Direction, the Chairman will report to the Court the outcome of the Court Meeting had the votes relating to the Transferred Shares been accepted. Therefore, notwithstanding that the resolution proposed at the Court Meeting was passed on a poll vote, the Chairman will also report to the Court that, had the votes of the holders of the Transferred Shares been accepted, a majority in number of Scheme Shareholders representing 56.21 per cent. of the total number of Scheme Shareholders who voted (by person or by proxy) would have voted against the resolution to approve the Scheme. Accordingly, had the votes of the holders of the Transferred Shares been accepted the resolution proposed at the Court Meeting would not have been passed by a majority in number. Details of the votes had the votes of the holders of the Transferred Shares been accepted are as follows:
Number of Scheme Shareholders who voted | Number of Scheme Shares voted | % of Scheme Shares voted | % of Scheme Shareholders who voted | Number of Scheme Shares voted as a % of the issued share capital* | |
For | 363 | 1,454,463 | 87.18% | 43.79% | 35.14% |
Against | 466 | 213,947 | 12.82% | 56.21% | 5.17% |
Total | 829 | 1,668,410 | 100.00 | 100.00% | 40.31% |
* The total number of Scheme Shares in issue at the Scheme Voting Record Time was 4,138,902.
Next steps and timetable
The Scheme remains subject to satisfaction (or if capable of waiver, the waiver) of the conditions to the Scheme, including the sanction by the Court at the Sanction Hearing which is currently set for 18 January 2017.
In light of the Court Direction and representations made by shareholders at the Court Meeting, to permit interested parties appropriate time to prepare representations to be presented at the Scheme Court Hearing, the Dee Valley Board has rescheduled the Scheme Court Hearing from 18 January 2017 to 25 January 2017. Accordingly the dates of further principal events in connection with the Scheme are as follows:
Scheme Hearing Date to sanction the Scheme | 25 January 2017* |
Last day of dealings in, and for registration of transfers of, Ordinary Shares | 5:00 pm on 26 January 2017* |
Scheme Record Time | 6:00 pm on 26 January 2017* |
Effective Date of the Scheme | 1 February 2017* |
Cancellation of listing of Ordinary Shares | 8:00 am on 1 February 2017* |
Latest date for despatch of cheques or settlement through CREST (as appropriate) | 15 February 2017* |
\* These dates are indicative only and will depend, inter alia, on the date upon which the Scheme Conditions are either satisfied or (if capable of waiver) waived and the dates upon which the Court sanctions the Scheme and the Scheme Court Order sanctioning the Scheme is delivered to the Registrar of Companies.
The percentages set out in this announcement have been rounded and may be subject to rounding errors.
Capitalised terms used and not defined in this announcement have the meanings given to them in the circular relating to the Scheme dated 2 December 2016.
Enquiries:
Dee ValleyIan Plenderleith, Chief Executive | +44(0)1978 846946 |
Investec (Financial Adviser to Dee Valley)Jeremy Ellis/George Price/Jonathan Wynn | +44(0)20 7597 4000 |
Tavistock (Financial Public Relations Adviser to Dee Valley) Matt Ridsdale/Simon Hudson/Mike Bartlett/Sophie Praill |
+44(0)20 7920 3150 |
Important notice relating to financial advisers
Investec, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as exclusive financial adviser to Dee Valley and no one else in connection with the Revised Severn Trent Acquisition. In connection with such matters, Investec, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Revised Severn Trent Acquisition, the contents of this Announcement or any other matter referred to herein.
Further information
This Announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an 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, pursuant to the Revised Severn Trent Acquisition or otherwise. The Revised Severn Trent Acquisition will be made solely by means of the Scheme Document, which will also contain the full terms and conditions of the Contractual Offer, including details of how the Contractual Offer may be accepted. Any response to the proposed Revised Severn Trent Acquisition should be made only on the basis of information contained in the Scheme Document. Holders of Voting Ordinary Shares and Non-Voting Ordinary Shares in Dee Valley ("Dee Valley Shareholders") are advised to read the formal documentation in relation to the Revised Severn Trent Acquisition carefully once it has been despatched.
This Announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange 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 and regulations of any jurisdiction outside the United Kingdom.
Overseas jurisdictions
The distribution of this Announcement in jurisdictions other than the United Kingdom and the ability of the Ordinary Shareholders who are not resident in the United Kingdom to participate in the Revised Severn Trent Acquisition may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Ordinary Shareholders who are not resident in the United Kingdom will need to 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 any such jurisdiction. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
The offers by Severn Trent Water for the Ordinary Shares are not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents relating to the Revised Severn Trent Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this Announcement and/or the Scheme Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
Disclosure requirements of the Takeover 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 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 pm (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 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 Takeover 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.
Publication on website
A copy of this Announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Dee Valley Water's website at www.deevalleywater.co.uk by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt the content of that website is not incorporated into, and does not form part of, this Announcement.
A hard copy of this Announcement will be sent to Dee Valley Shareholders (other than Dee Valley Shareholders who have elected to receive electronic communications) in the near future. Dee Valley Shareholders may request a hard copy of this Announcement by contacting Tracy Bragg, Head of Legal and Regulation, during business hours on +44 (0)1978 833213 or by submitting a request in writing to Tracy Bragg, Head of Legal and Regulation at Dee Valley, Packsaddle, Wrexham Road, Rhostyllen, Wrexham, LL14 4EH. Dee Valley Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Revised Severn Trent Acquisition should be in hard copy form.