TIDMAVS
RNS Number : 9776P
Avesco Group PLC
23 November 2016
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.
FOR IMMEDIATE RELEASE
23 November 2016
RECOMMED CASH ACQUISITION
of
Avesco Group plc
by
NEP Group, Inc.
(or a direct or indirect wholly-owned subsidiary of NEP Group,
Inc.)
to be effected by means of
a Scheme of Arrangement under Part 26 of the Companies Act
2006
Publication and posting of Scheme Document
On 17 November 2016, Avesco and NEP announced that they had
reached agreement on the terms of a recommended cash acquisition by
which the entire issued share capital of Avesco will be acquired by
NEP or a NEP Subsidiary (the Acquisition). The Acquisition will be
effected by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act (the Scheme).
Avesco is today publishing a circular (the Scheme Document) to
the holders of Avesco Shares, together with the associated Forms of
Proxy. The Scheme Document contains, amongst other things, notices
convening the Court Meeting and the Avesco General Meeting, the
full terms and conditions of the Scheme, an Explanatory Statement
pursuant to section 897 of the Companies Act, an expected timetable
of principal events and details of the actions to be taken by
Avesco Shareholders.
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.
To become effective, the Scheme will need to be approved by
Scheme Shareholders at the Court Meeting and will require the
passing of a special resolution by Avesco Shareholders at the
Avesco General Meeting, as described in the Scheme Document.
The Court Meeting and the Avesco General Meeting will both be
held at the offices of Avesco at Unit E2, Sussex Manor Business
Park, Gatwick Road, Crawley, Sussex RH10 9NH on 16 December 2016.
The Court Meeting will start at 11.00 a.m. and the Avesco General
Meeting will start at 11.15 a.m. (or as soon thereafter as the
Court Meeting has been concluded or adjourned). The Court Hearing
to seek the Court's sanction of the Scheme will be held at the High
Court of Justice of England and Wales in London. It is anticipated
that this hearing will be held on 20 December 2016.
Holders of Avesco Shares should carefully read the Scheme
Document in its entirety before making a decision with respect to
the Scheme.
The Scheme Document contains an update on current trading and
prospects from the Avesco Directors, the text of which is also
contained below:
"On 1 September 2016 Avesco published a trading update citing
strong revenue growth at Creative Technology US and a very
successful Olympics in Rio for Creative Technology UK such that
results for the year ending 30 September 2016 would be ahead of the
Board's previous expectations. Subsequently, on 30 September 2016,
the Avesco Group sold the business and assets of its broadcast hire
subsidiary, Presteigne, indicating that the net effect on the
post-tax profits of the Avesco Group was expected to be broadly
neutral.
In the first two months of the new financial year the Avesco
Group as a whole has maintained the positive momentum of 2015/16
with results at Creative Technology US driving a trading
performance ahead of budget."
The Scheme Document will today be made available on Avesco's
website at http://www.avesco.com and NEP's website at
http://www.nepinc.com and will be posted today to those Avesco
Shareholders who have requested documents to be sent to them in
hard copy form. Additional copies of the Scheme Document are
available from the Company Secretary of Avesco who can be contacted
during business hours on +44 (0) 1293 583 400 or by submitting a
request in writing to the Company Secretary of Avesco at Avesco's
offices Unit E2, Sussex Manor Business Park, Gatwick Road, Crawley
RH10 9NH.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the Scheme Document.
Enquiries
EY (Financial Adviser to Avesco)
Justin Prichard +44 (0)20 7951
Julie Green 2000
finnCap (Rule 3 Adviser to
Avesco)
Julian Blunt +44 (0)20 7220
James Thompson 0500
Camarco (PR Advisers to Avesco)
Hazel Stevenson +44 (0) 20 3757
Billy Clegg 4989
NEP
Kevin Rabbitt, Chief Executive
Officer
Gerry Delon, Chief Financial
Officer +1 800 444 0054
Barclays Bank PLC, acting through
its Investment Bank (Financial
Adviser to NEP)
Scott Wisniewski +44 (0)20 7623
James Colburn 2323
Further information
This announcement is not intended to and does not constitute, or
form part of, an 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 Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Avesco in any jurisdiction in contravention of
applicable law. The Acquisition will be made solely by means of the
Scheme Document, which will contain the full terms and conditions
of the Acquisition including details of how to vote in respect of
the Scheme. Any vote in respect of the Scheme or other response in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document.
EY, which is authorised and regulated in the United Kingdom by
the FCA, is acting as financial adviser to Avesco in connection
with the Acquisition and will not be acting for any other person or
otherwise be responsible to any other person for providing the
protections afforded to customers of EY. EY accordingly disclaims
to the fullest extent permissible by law all and any liability to
any person who is not a client of EY whether in tort, contract or
otherwise.
finnCap, which is authorised and regulated by the FCA, is acting
exclusively for Avesco and no-one else in connection with the
Acquisition and will not be responsible to anyone other than Avesco
for providing the protections afforded to clients of finnCap nor
for providing advice in relation to the Acquisition or any other
matters referred to in this announcement.
Barclays, which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the FCA and the
Prudential Regulation Authority, is acting exclusively for NEP and
no one else in connection with the Acquisition and will not be
responsible to anyone other than NEP for providing the protections
afforded to clients of Barclays nor for providing advice in
relation to the Acquisition or any other matter referred to in this
announcement.
Overseas jurisdictions
The availability of the Acquisition to Avesco 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. Further details in
relation to overseas shareholders will be contained in the Scheme
Document.
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable requirements. 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. This announcement has
been prepared for the purposes of complying with English law, the
AIM Rules, the rules of the London Stock Exchange 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 of England.
Copies of this announcement and the formal documentation
relating to the Scheme and the Acquisition will not be, and must
not be, mailed or otherwise forwarded, distributed or sent in, into
or from any jurisdiction where to do so would violate the laws of
that jurisdiction.
US Holders should note that the Acquisition relates to the
securities of a UK company, is subject to UK disclosure
requirements (which are different from those of the US) and is
proposed to be implemented under a scheme of arrangement provided
for under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules
under the US Exchange Act. Accordingly, the Scheme will be subject
to UK disclosure requirements and practices, which are different
from the disclosure requirements of the US tender offer and proxy
solicitation rules. The financial information included in this
announcement and the Scheme documentation has been or will have
been prepared in accordance with IFRS 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. If NEP
exercises its right to implement the Acquisition of the Avesco
Shares by way of a takeover 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 may 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 Avesco Shareholder is urged to
consult his independent professional adviser immediately regarding
the tax consequences of the Acquisition applicable to him.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws, since Avesco
is located outside the US, and some or all of its 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.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, NEP or its
nominees or its brokers (acting as agents) may from time to time
make certain purchases of, or arrangements to purchase, Avesco
Shares outside of the United States, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme
becomes effective, lapses or is otherwise withdrawn. In addition,
in accordance with the Code, normal United Kingdom market practice
and Rule 14e-5(b) of the US Exchange Act, Barclays and its
affiliates will continue to act as exempt principal trader in
Avesco securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be
made public in the United Kingdom 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 United Kingdom.
Dealing disclosure requirements
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 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, on NEP's website at http://www.nepinc.com and
Avesco's website at http://www.avesco.com by no later than 12 noon
(London time) on the Business Day following this announcement. For
the avoidance of doubt, the contents of these websites are not
incorporated by reference and do not form part of this
announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement by contacting the
Company Secretary of Avesco during business hours on +44 (0) 1293
583 400 or by submitting a request in writing to the Company
Secretary of Avesco at Unit E2, Sussex Manor Business Park, Gatwick
Road, Crawley RH10 9NH. For persons who receive a copy of this
announcement in electronic form or via a website notification, a
hard copy of this announcement will not be sent unless so
requested. 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.
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates
for implementation of the Acquisition:
Event Expected time/date(1)
-------------------------------------------------------------------------------- ------------------------------------
Latest time for lodging Forms of Proxy for the:
-------------------------------------------------------------------------------- ------------------------------------
-- Court Meeting (BLUE form) 11.00 a.m. on 14 December 2016(2)
-------------------------------------------------------------------------------- ------------------------------------
-- Avesco General Meeting (WHITE form) 11.15 a.m. on 14 December 2016(3)
-------------------------------------------------------------------------------- ------------------------------------
Scheme Voting Record Time 6.00 p.m. on 14 December 2016(4)
-------------------------------------------------------------------------------- ------------------------------------
Court Meeting 11.00 a.m. on 16 December 2016
-------------------------------------------------------------------------------- ------------------------------------
Avesco General Meeting 11.15 a.m. on 16 December 2016(5)
-------------------------------------------------------------------------------- ------------------------------------
Last day of dealings in, and for registration of transfers of, and disablement 20 December 2016(6)
in CREST of,
Avesco Shares
-------------------------------------------------------------------------------- ------------------------------------
Court Hearing to sanction the Scheme 20 December 2016
-------------------------------------------------------------------------------- ------------------------------------
Scheme Record Time 6.00 p.m. on 20 December 2016(6)
-------------------------------------------------------------------------------- ------------------------------------
Suspension of dealings in Avesco Shares by 7.30 a.m. on 21 December 2016(6)
-------------------------------------------------------------------------------- ------------------------------------
Effective Date of the Scheme 21 December 2016(6)
-------------------------------------------------------------------------------- ------------------------------------
Cancellation of admission of Avesco Shares to trading on the AIM market of 7.00 a.m. on 23 December 2016(6)
London Stock Exchange
-------------------------------------------------------------------------------- ------------------------------------
Latest date for despatch of cheques or for settlement through CREST by 4 January 2017(6)
-------------------------------------------------------------------------------- ------------------------------------
Latest date by which Scheme must be implemented 1 March 2017(7)
-------------------------------------------------------------------------------- ------------------------------------
Notes:
(1) All times set out in this timetable refer to London time unless otherwise stated.
(2) It is requested that the BLUE Forms of Proxy for the Court
Meeting be lodged by 11.00 a.m. on 14 December 2016 or, if the
Court Meeting is adjourned, not later than 48 hours prior to the
time appointed for the Court Meeting (excluding any part of such 48
hour period falling on a weekend or a public holiday in the UK
unless otherwise announced). BLUE Forms of Proxy not so lodged may
be handed to Capita Asset Services (on behalf of the chairman of
the Court Meeting) before the start of the Court Meeting and will
still be valid.
(3) WHITE Forms of Proxy for the Avesco General Meeting must be
lodged by 11.15 a.m. on 14 December 2016 or, if the Avesco General
Meeting is adjourned, not later than 48 hours prior to the time
appointed for the Avesco General Meeting (excluding any part of
such 48 hour period falling on a weekend or a public holiday in the
UK unless otherwise announced).
(4) If either the Court Meeting or the Avesco General Meeting is
adjourned, the Scheme Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day falling two Business Days
before the date of the adjourned meeting.
(5) Or as soon thereafter as the Court Meeting shall have concluded.
(6) These times and dates are indicative only and will depend
on, among other things, the dates upon which (a) the Court
sanctions the Scheme; and (b) the Conditions are satisfied or
(where applicable) waived.
(7) The latest date by which the Scheme must be implemented may
be extended by agreement between Avesco and NEP with the prior
consent of the Panel and (if required) the approval of the
Court.
To the extent any of the above expected dates or times change,
Avesco will give notice of any such changes and details of the
revised dates and/or times to Avesco Shareholders by issuing an
announcement through a Regulatory Information Service.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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November 23, 2016 10:20 ET (15:20 GMT)
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