4 Aug 2021 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release | 4 August 2021 |
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Cash Acquisition of Vectura Group plc ("Vectura") by Murano Bidco Limited ("Murano Bidco") a newly formed company indirectly controlled by funds managed by Carlyle Europe Partners V
to be implemented by a Scheme of Arrangement under Part 26 of the Companies Act 2006 | |
Offer Update
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On 18 June 2021, Vectura published a circular setting out the terms and conditions of a proposed cash acquisition of the entire issued and to be issued ordinary share capital of Vectura by Murano, to be implemented by way of a scheme of arrangement (the "Scheme Document").
Murano Bidco and Vectura announce that, with the consent of the Panel, they have agreed to extend the dates by when the Conditions relating to holding the Court Meeting and the Vectura General Meeting, set out in Conditions 2(a) and 2(b) of Part A of Part 3 (Conditions to and Further Terms of the Acquisition) of the Scheme Document, must be satisfied to 24 August 2021.
Terms used but not defined in this announcement have the meanings given in the Scheme Document unless the context requires otherwise.
Enquiries:
Bidco |
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Andrew Kenny, Carlyle Andrew Honnor, James Madsen, Greenbrook (PR adviser to Bidco) | Tel: +44 (0)7816 176120 Tel: +44 (0)20 7952 2000 |
Morgan Stanley, as Lead Financial Adviser to Bidco | Tel: +44 (0)20 7425 8000 |
Anthony Zammit Siddhart Nahata Andrew Foster | |
RBC Capital Markets, as Financial Adviser to Bidco | Tel: +44 (0)20 7653 4000 |
Thomas Stockman Alexander Thomas Mark Rushton | |
Viking | Tel: +44 (0)20 7881 0524 |
Will Downie (Chief Executive Officer) Paul Fry (Chief Financial Officer)
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J.P. Morgan Cazenove, as Joint Financial Adviser and Joint Corporate Broker to Viking | Tel: +44 (0)20 7742 4000 |
James Mitford Celia Murray Alex Bruce Hemant Kapoor
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Rothschild & Co, as Joint Financial Adviser to Viking | Tel: +44 (0)20 7280 5000 |
Julian Hudson Vincent Meziere Toby Wright
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Numis, Joint Corporate Broker to Viking: | Tel: +44 (0)20 7260 1000 |
James Black
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FTI Consulting, PR Adviser to Viking: Ben Atwell Simon Conway
| Tel: +44 (0)20 3727 1000 Email: SCviking@fticonsulting.com
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Public Enquiries: David Ginivan
| Tel: +44 (0)7471 352 720 |
Analyst/Investor Enquiries: Olivia Manser | Email: ir@Viking.com Tel: +44 (0) 7947 758 259 |
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Important Notices
Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the UK is acting exclusively as financial adviser to Murano Bidco and no one else in connection with the matters set out in this announcement. In connection with such matters, Morgan Stanley, 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 contents of this announcement or any other matter referred to herein.
RBC Capital Markets is the trading name for RBC Europe Limited, which is authorised by the PRA and regulated in the UK by the FCA and the PRA and is a subsidiary of Royal Bank of Canada. RBC Capital Markets is acting exclusively for Murano Bidco and for no one else in connection with the Acquisition and will not be responsible to anyone other than Murano Bidco for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.
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 United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser and corporate broker exclusively for Viking 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 Viking for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Viking and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Viking for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Viking 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 Viking for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to herein.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 Code, any person who is, or becomes, interested in 1% 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 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.
Publication on website
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) free of charge on Vectura's website at https://www.vectura.com by no later than 12 noon (London time) on the first Business Day following the date of this announcement. For the avoidance of doubt, the contents of the website are not incorporated into and do not form part of this announcement.
General
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.