TIDMDRS
RNS Number : 4613F
AQA EDUCATION
28 July 2016
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION (DIRECTLY OR INDIRECTLY), IN WHOLE OR IN PART, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
ANY RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
28 July 2016
RECOMMED CASH OFFER
for
DRS Data & Research Services plc
by
AQA Education
Summary
-- The boards of AQA Education ("AQA") and DRS Data &
Research Services plc ("DRS") are pleased to announce that they
have reached agreement on the terms of a recommended cash offer
pursuant to which AQA will acquire the entire issued and to be
issued share capital of DRS (the "Offer").
-- Under the terms of the Offer, DRS Shareholders will be entitled to receive:
for each DRS Share - 20 pence in cash
-- The Offer values the entire issued and to be issued share
capital of DRS at approximately GBP6.54 million, on the basis of a
fully-diluted share capital of 32,691,600 DRS Shares on the last
dealing day prior to the date of this announcement.
-- The Offer Price represents a premium of approximately:
-- 122.22 per cent. to the Closing Price of 9.00 pence per DRS
Share on 20 June 2016, being the first dealing day one month before
the date of DRS's announcement that it was in talks with a
potential bidder that may or may not lead to an offer;
-- 70.21 per cent. to the Closing Price of 11.75 pence per DRS
Share on 18 July 2016, being the last dealing day prior to the date
of DRS's announcement that it was in talks with a potential bidder
that may or may not lead to an offer;
-- 14.29 per cent. to the Closing Price of 17.50 pence per DRS
Share on 27 July 2016, being the last dealing day prior to the date
of this announcement; and
-- 87.27 per cent. to the average Closing Price of 10.68 pence
per DRS Share for the three months ended 27 July 2016, being the
last dealing day prior to the date of this announcement.
-- The consideration payable under the Offer will be funded
through AQA's existing cash resources.
-- The DRS Directors, who have been so advised by Arden
Partners, consider the terms of the Offer to be fair and
reasonable. In providing its advice to the DRS Directors, Arden
Partners has taken into account the commercial assessments of the
DRS Directors.
-- Accordingly, the DRS Directors have agreed unanimously to
recommend that DRS Shareholders accept the Offer. Each DRS Director
holding DRS Shares (being Arthur Mark Tebbutt and Gary Brighton)
has irrevocably undertaken to accept the Offer in respect of his
entire beneficial holdings of DRS Shares (other than DRS Share
Scheme Shares), being in aggregate 2,478,553 DRS Shares,
representing approximately 7.58 per cent. of the existing ordinary
share capital of DRS in issue on 27 July 2016, being the last
dealing day prior to the date of this announcement.
-- In addition, AQA has received irrevocable undertakings to
accept the Offer, or to procure that any other person accepts the
Offer, from Malcolm Brighton, Jennifer Brighton, Mark Brighton,
Rights and Issues and the DRS Employee Share Trust in respect of a
total of 13,350,226 DRS Shares, representing approximately 40.84
per cent. of the existing ordinary share capital of DRS in issue on
27 July 2016, being the last dealing day prior to the date of this
announcement.
-- The irrevocable undertakings given by Malcolm Brighton,
Jennifer Brighton, Mark Brighton and Gary Brighton (a DRS Director)
will cease to be binding, inter alia, if a person other than AQA or
any person acting in concert with AQA announces a firm intention to
make an offer or to propose a scheme of arrangement (in accordance
with Rule 2.7 of the Code) to acquire the entire issued and to be
issued share capital of DRS, other than that already owned by the
person making such offer or proposing such scheme (the "Competing
Offer"), on or before 11.59 p.m. on the day that is 21 days after
AQA posts the Offer Document to DRS Shareholders, provided that (a)
the value of the consideration under the Competing Offer is at
least 10% more than the value of the consideration under the Offer
and (b) AQA has not, within 10 business days of the date of
announcement of the Competing Offer, announced an Offer where the
value of the consideration under such Offer is equal to or greater
than the value of the consideration under the Competing Offer.
-- The irrevocable undertaking given by Rights and Issues will
cease to be binding, inter alia, if a person other than AQA or any
person acting in concert with AQA announces a firm intention to
make an offer (in accordance with Rule 2.7 of the Code) to acquire
the entire issued and to be issued share capital of DRS, other than
that already owned by the person making such offer (the "Competing
Offer"), on or before 11.59 p.m. on the day that is 7 days after
AQA posts the Offer Document to DRS Shareholders, provided that (a)
the value of the consideration under the Competing Offer is at
least 5% more than the value of the consideration under the Offer
and (b) AQA has not, within 5 business days of the date of
announcement of the Competing Offer, announced an Offer where the
value of the consideration under such Offer is equal to or greater
than the value of the consideration under the Competing Offer.
-- The irrevocable undertaking given by the DRS Employee Share
Trust will cease to be binding, inter alia, if a person other than
AQA or any person acting in concert with AQA announces a firm
intention to make an offer (in accordance with Rule 2.7 of the
Code) to acquire the entire issued and to be issued share capital
of DRS, other than that already owned by the person making such
offer (the "Competing Offer"), on or before 11.59 p.m. on the day
that is 7 days after AQA posts the Offer Document to DRS
Shareholders, provided that (a) the value of the consideration
under the Competing Offer is at least 10% more than the value of
the consideration under the Offer and (b) AQA has not, within 5
business days of the date of announcement of the Competing Offer,
announced an Offer where the value of the consideration under such
Offer is equal to or greater than the value of the consideration
under the Competing Offer.
-- In aggregate, AQA has therefore received irrevocable
undertakings to accept the Offer, or to procure that any other
person accepts the Offer, in respect of a total of 15,828,779 DRS
Shares, representing approximately 48.42 per cent. of the existing
ordinary share capital of DRS in issue on 27 July 2016, being the
last dealing day prior to the date of this announcement.
-- AQA is an independent education charity and a significant
provider of academic qualifications taught in schools and colleges
in England. The range of qualifications includes GCSEs, A-levels,
Tech-levels and the Extended Project Qualification amongst
others.
-- DRS is a specialist provider of automated data capture
technology and solutions in the UK and overseas to three market
sectors: education, elections and census.
-- AQA and the DRS Group have had a trading relationship since
2004, with the current contractual arrangement between the parties
having been extended in March 2015 for a period running to March
2018.
-- AQA has remained a significant customer of the DRS Group, and
the DRS Group has continued to be a significant electronic marking
supplier to AQA, throughout this period. In 2015, the contract with
AQA represented 64 per cent. of the DRS Group's revenue.
-- The key benefit, and primary driver, of the Offer for AQA is
the provision of a greater level of control over electronic marking
services to AQA, securing the long-term supply of what is currently
a small but important element of AQA's end-to-end educational
offering, supporting AQA's stated aim to advance education by
enabling students and teachers to realise their potential.
-- It is intended that the Offer be effected by means of a
takeover offer within the meaning of Part 28 of the Companies Act
2006.
-- Further details of the Offer will be set out in the Offer
Document, which AQA intends to send to DRS Shareholders today (but,
in any event, within 28 calendar days of the date of this
announcement (subject to any extension agreed by AQA and DRS with
the consent of the Panel)).
Commenting on the Offer, Andrew Hall, Chief Executive Officer of
AQA, said:
"We are delighted to have agreed the terms of an offer with DRS
and to be making this announcement today. As part of our strategy
to strengthen the way in which we deliver exams, we want to have
greater control of our e-marking operations. By bringing DRS's
expertise into the AQA family, we will be able to ensure the
long-term future of the important services they provide to us."
Commenting on the Offer, Keith Bogg, Chairman of DRS, said:
"The DRS Directors, after extensive and constructive dialogue,
believe that the Offer represents a compelling strategic
proposition as DRS faces the ongoing need for investment in its
core products and possible further restructuring of the business
given the challenges in overseas markets. AQA is the primary
customer for a significant proportion of DRS's capabilities in the
education market, and as a result we believe that the Offer
recognises the value of our workforce, products and services. We
also believe that DRS provides a strategic platform for AQA whom we
believe are well positioned to support ongoing investment and
development for all our customers."
This summary should be read in conjunction with, and is subject
to, the full text of the following announcement (including the
Appendices). The Offer will be subject to the Conditions and
further terms set out in Appendix 1 to this announcement and to the
full terms and conditions which will be set out in the Offer
Document. Appendix 2 to this announcement contains the sources of
information and bases of calculation of certain information
contained in this announcement. Appendix 3 to this announcement
contains a summary of the irrevocable undertakings received in
relation to the Offer. Appendix 4 to this announcement contains
definitions of certain terms used in this announcement.
If you are in any doubt about the contents of this announcement
or what action you should take, you should consult your
stockbroker, bank manager, solicitor, accountant or other
independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriately
authorised independent financial adviser in the relevant
jurisdiction.
Enquiries
AQA
Andrew Hall, Chief Executive
Officer
Mark Moulding, Head of +44 (0) 1483 556 288
PR and Media Relations +44 (0) 1483 556 288
KPMG (financial adviser
to AQA)
Helen Roxburgh +44 (0) 113 231 3000
Stephen Leah +44 (0) 113 231 3000
DRS
Steve Gowers, Chief Executive
Officer +44 (0) 1908 666 088
Arden Partners (financial
adviser to DRS)
Steve Douglas +44 (0) 207 614 5900
KPMG LLP, which is authorised and regulated in the UK by the FCA
for investment business activities, is acting exclusively as
financial adviser to AQA in relation to the Offer and is not acting
for any other person in relation to such Offer. KPMG LLP will not
be responsible to anyone other than AQA for providing the
protections afforded to its clients or for providing advice in
relation to the Offer or any other matter referred to in this
announcement or otherwise.
Arden Partners plc, which is authorised and regulated in the UK
by the FCA, is acting exclusively for DRS and no-one else in
connection with the Offer and will not regard any other person as a
client in relation to the Offer and will not be responsible to
anyone other than DRS for providing the protections afforded to its
clients or for providing advice in relation to the Offer or any
matters referred to in this announcement.
The AQA Directors accept responsibility for the information
contained in this announcement, other than the information for
which responsibility is taken by the DRS Directors pursuant to the
paragraph immediately below. To the best of the knowledge and
belief of the AQA Directors (who have taken all reasonable care to
ensure that such is the case), the information contained in this
announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
The DRS Directors accept responsibility for the information
contained in this announcement relating to the DRS Group,
themselves, their respective immediate families, related trusts and
connected persons and the recommendations and opinions of the DRS
Directors relating to the Offer contained in paragraphs 4
(Background to and reasons for the recommendation), 5
(Recommendation), 8 (Information on DRS) and 9 (DRS's current
trading and prospects) of this announcement. To the best of the
knowledge and belief of the DRS Directors (who have taken all
reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities, or the solicitation
of any vote or approval of an offer to buy securities in any
jurisdiction, pursuant to the Offer or otherwise. Any acceptance or
other response to the Offer should be made only on the basis of
information contained in the Offer Document, which will contain the
full terms and conditions of the Offer, including how the Offer may
be accepted. DRS Shareholders are advised to read the formal
documentation in relation to the Offer carefully once it has been
despatched.
This announcement has been prepared for the purposes of
complying with the laws of England and Wales, 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 any
jurisdiction outside England and Wales.
Overseas shareholders
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than the United
Kingdom may be restricted by the laws and/or regulations of those
jurisdictions. Such persons should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdiction. Any failure to comply with applicable legal or
regulatory requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. Further details in
relation to overseas shareholders will be contained in the Offer
Document.
In particular, copies of this announcement and any other
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent (including, without limitation, by way of facsimile,
transmission, telephone or internet) in, into or from any
Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in, into or from any
Restricted Jurisdiction. Unless otherwise permitted by applicable
law and regulation, the Offer will not be made, directly or
indirectly, in or into, or by the use of mails or any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any
facility of a national, state or other securities exchange of, any
Restricted Jurisdiction and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or
otherwise from or within any Restricted Jurisdiction.
Notice to US investors
The Offer is being made for securities of a United Kingdom
company and DRS Shareholders in the United States should be aware
that this announcement, the Offer Document and any other documents
relating to the Offer have been or will be prepared in accordance
with the Code and United Kingdom disclosure requirements, format
and style, all of which differ from those generally applicable in
the United States. DRS's financial statements, and all financial
information that is included in this announcement or that may be
included in the Offer Document, or any other documents relating to
the Offer, have been or will be prepared in accordance with
International Financial Reporting Standards and may not be
comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles.
The Offer will be made in the United States pursuant to
applicable US tender offer rules and securities laws (or pursuant
to exemptive relief therefrom granted by the United States
Securities and Exchange Commission (the "SEC")) and otherwise in
accordance with the requirements of English law, the Code, the
Panel, the London Stock Exchange and the FCA. Accordingly, the
Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are
different from those applicable under United States domestic tender
offer procedures and law.
Neither the SEC nor any other US federal or state securities
commission has approved or disapproved the Offer or passed upon the
adequacy or completeness of this announcement or the Offer
Document. Any representation to the contrary is a criminal offence
in the United States. It may be difficult for US holders of DRS
Shares to enforce their rights under and any claim arising out of
the US federal securities laws, since AQA and DRS are located
outside of the United States, and some or all of their officers and
directors may be resident outside of the United States. The DRS
Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended, and will not be offered to the
public in the United States.
In accordance with, and to the extent permitted by, the Code,
normal UK market practice and Rule 14e-5 under the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
Arden Partners and its affiliates may continue to act as exempt
principal traders in DRS Shares on the London Stock Exchange and
will engage in certain other purchasing activities consistent with
their respective normal and usual practice and applicable law,
including Rule 14e-5 under the Exchange Act. To the extent required
to be disclosed in accordance with applicable regulatory
requirements, information about any such purchases will be
disclosed on a next day basis to the Panel and will be available
from any Regulatory Information Service, including the Regulatory
News Service on the London Stock Exchange website,
www.londonstockexchange.com. To the extent that such information is
required to be publicly disclosed in the United Kingdom in
accordance with applicable regulatory requirements, this
information will as applicable also be
publicly disclosed in the United States.
Forward looking statements
This announcement contains statements about AQA and DRS which
are, or may be deemed to be, "forward looking statements" and which
are prospective in nature. All statements other than statements of
historical fact included in this announcement may be forward
looking statements. They are based on current expectations and
projections 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 "plans", "expects", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "predicts",
"intends", "anticipates", "believes", "targets", "aims",
"projects", "future-proofing" or words or terms of similar
substance or the negative of such words or terms, as well as
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. Such statements
are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. 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 AQA's or
DRS's operations and potential synergies resulting from the Offer;
and (iii) the effects of government regulation and global economic
conditions on AQA's or DRS's business.
These forward looking statements are not guarantees of future
financial performance. Such forward looking statements involve
known and unknown risks and uncertainties that could significantly
affect expected results and are based on certain key assumptions.
Many factors could cause actual results, performance or
achievements to differ materially from those projected or implied
in any forward looking statements. Due to such uncertainties and
risks, readers are cautioned not to place undue reliance on such
forward looking statements, which speak only as of the date of this
announcement.
Neither AQA nor any member of the AQA Group, nor DRS nor any
member of the DRS Group, nor any of their respective members,
associates, directors, officers, employees, advisers or persons
acting on their behalf, 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.
Other than in accordance with applicable legal or regulatory
obligations, neither AQA nor any member of the AQA Group, nor DRS
nor any member of the DRS Group, nor any of their respective
members, associates, directors, officers, employees, advisers or
persons acting on their behalf, is under any obligation and each of
them expressly disclaims any intention or obligation to update or
revise any forward looking statements or other statements contained
herein, whether as a result of new information, future events or
otherwise, except as required by applicable law.
Except as expressly provided in this announcement, no forward
looking or other statements have been reviewed by the auditors of
AQA or DRS. All subsequent oral or written forward looking
statements attributable to AQA or DRS, any member of the AQA Group
or the DRS Group or any of their respective members, associates,
directors, officers, employees, advisers or any persons acting on
their behalf are expressly qualified in their entirety by the
cautionary statement above.
No profit forecasts or estimates
Nothing in this announcement is intended or will be deemed to be
a forecast, projection or estimate of the future financial
performance of DRS or AQA and no statement in this announcement
should be interpreted to mean that earnings or earnings per share
of DRS or AQA (where relevant) for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share of DRS or AQA (where relevant).
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one 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 Code, any person who is, or becomes,
interested in one 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 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.
The defined terms used in this section "Dealing disclosure
requirements" are defined in the Code which can be found on the
Panel's website.
Information relating to DRS Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by DRS Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from DRS may be provided to AQA during the Offer
Period as required under Section 4 of Appendix 4 of the Code to
comply with Rule 2.12(c) of the Code.
Publication on website
A copy of this announcement together with all information
incorporated into this announcement by reference to another source
will be made available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on AQA's website
(www.aqa.org.uk) and DRS's website (www.drs.co.uk) by no later than
12 noon (London time) on the Business Day following the publication
of this announcement. For the avoidance of doubt, the contents of
those websites are not incorporated by reference into, and do not
form part of, this announcement.
Availability of hard copies
You may request a hard copy of this announcement (and all
information incorporated into this announcement by reference to
another source) by contacting Equiniti Limited on 0371 384 2050
from within the UK or on +44 121 415 0259 if calling from outside
the UK (lines are open from 8.30 a.m. to 5.30 p.m. (London time)
Monday to Friday, excluding English and Welsh public holidays).
Calls to the helpline from outside the UK will be charged at the
applicable international rate. 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 Offer nor give any financial,
legal or tax advice. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Offer should be in hard copy form.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION (DIRECTLY OR INDIRECTLY), IN WHOLE OR IN PART, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
ANY RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
28 July 2016
RECOMMED CASH OFFER
for
DRS Data & Research Services plc
by
AQA Education
1. Introduction
The boards of AQA and DRS are pleased to announce that they have
reached agreement on the terms of a recommended cash offer pursuant
to which AQA will acquire the entire issued and to be issued share
capital of DRS.
It is intended that the Offer be effected by means of a takeover
offer within the meaning of Part 28 of the Companies Act 2006.
2. The Offer
Under the terms of the Offer, which will be subject to the
Conditions and further terms set out in Appendix 1 to this
announcement and to be set out in the Offer Document and the Form
of Acceptance, DRS Shareholders will be entitled to receive:
for each DRS Share - 20 pence in cash
The Offer values the entire issued and to be issued share
capital of DRS at approximately GBP6.54 million, on the basis of a
fully-diluted share capital of 32,691,600 DRS Shares on the last
dealing day prior to the date of this announcement.
The Offer Price represents a premium of approximately:
-- 122.22 per cent. to the Closing Price of 9.00 pence per DRS
Share on 20 June 2016, being the first dealing day one month before
the date of DRS's announcement that it was in talks with a
potential bidder that may or may not lead to an offer;
-- 70.21 per cent. to the Closing Price of 11.75 pence per DRS
Share on 18 July 2016, the last dealing day prior to the date of
DRS's announcement that it was in talks with a potential bidder
that may or may not lead to an offer;
-- 14.29 per cent. to the Closing Price of 17.50 pence per DRS
Share on 27 July 2016, being the last dealing day prior to the date
of this announcement; and
-- 87.27 per cent. to the average Closing Price of 10.68 pence
per DRS Share for the three months ended 27 July 2016, being the
last dealing day prior to the date of this announcement.
It is intended that the Offer Document will be published as soon
as reasonably practicable and, in any event, within 28 calendar
days of this announcement (subject to any extension agreed by AQA
and DRS with the consent of the Panel).
3. Background to and reasons for the Offer
AQA and the DRS Group have had a trading relationship since
2004, with the current contractual arrangement between the parties
having been extended in March 2015 for a period running to March
2018, for the provision to AQA, by DRS, of service bureau
operations for the scanning and imaging of scripts and the delivery
of DRS's online marking software as a service.
AQA has remained a significant customer of the DRS Group, and
the DRS Group has continued to be a significant electronic marking
supplier to AQA, throughout this period. In 2015, the contract with
AQA represented 64 per cent. of the DRS Group's revenue.
The key benefit, and primary driver, of the Offer for AQA is the
provision of a greater level of control over electronic marking
services to AQA, securing the long-term supply of what is currently
a small but important and growing element of AQA's end-to-end
educational offering, supporting AQA's stated aim to advance
education by enabling students and teachers to realise their
potential.
In addition to the current trading relationship between AQA and
the DRS Group, the DRS Group operates a number of other contracts
and services globally with other customers. AQA intends to work
with DRS's management team to fully investigate the potential
benefits of these additional contracts and services to AQA
following completion of the Offer. During such period, AQA and DRS
intend that the DRS Group will continue to meet its contractual
commitments under these additional contracts.
AQA anticipates that DRS will operate as a standalone subsidiary
member of the AQA Group. As such, the Offer is not predicated upon
the achievement of cost synergies.
4. Background to and reasons for the recommendation
AQA has been a customer of the DRS Group since 2004. The current
contractual arrangement between the parties was extended in March
2015 for the period to March 2018, for the provision of bureau
service operations for scanning and imaging of scripts and for the
delivery of DRS's online marking software as a service.
The DRS Directors recognise that there are on-going structural
changes in the UK examination market, including the need to develop
a broader set of features to meet market requirements and that
there are challenging international market conditions. By becoming
part of the AQA Group, the DRS Directors believe that DRS will be
in a better position to ensure the long-term future of the critical
services and the software that DRS provides to the education
market.
AQA has informed DRS of its intention to operate DRS as a
standalone subsidiary member of the AQA Group. AQA has informed DRS
that it intends to carry out a detailed review of DRS's operations
and to begin planning for DRS to join the AQA family, whilst
remaining in its Milton Keynes base (incorporating DRS's head
office and operational division). AQA has informed DRS that it does
not intend to make changes to the location of DRS's places of
business, redeploy any of DRS's fixed assets or effect a material
change to the conditions of employment of DRS Group employees.
The DRS Directors are pleased that AQA has no intention to make
any changes to DRS's principal place of business in Milton Keynes
or redeploy DRS's fixed assets.
The DRS Directors welcome AQA's intention, following the Offer
becoming or being declared unconditional in all respects, to honour
the existing employment rights, including pension rights, of all
employees of DRS and its subsidiaries (as set out in paragraph 10
of this announcement), in accordance with contractual and statutory
requirements.
Against this background, the DRS Directors believe that the
Offer gives DRS Shareholders a compelling opportunity to realise
immediate and significant value from their investment in DRS in
cash, at a substantial premium to the prevailing market price,
while supporting the long term prospects of the business.
5. Recommendation
The DRS Directors, who have been so advised by Arden Partners,
consider the terms of the Offer to be fair and reasonable. In
providing its advice to the DRS Directors, Arden Partners has taken
into account the commercial assessments of the DRS Directors.
Accordingly, the DRS Directors have agreed unanimously to
recommend that DRS Shareholders accept the Offer. Each DRS Director
holding DRS Shares (being Arthur Mark Tebbutt and Gary Brighton)
has irrevocably undertaken to accept the Offer in respect of his
entire beneficial holdings of DRS Shares (other than DRS Share
Scheme Shares), being in aggregate 2,478,553 DRS Shares,
representing approximately 7.58 per cent. of the existing ordinary
share capital of DRS in issue on 27 July 2016, being the last
dealing day prior to the date of this announcement.
6. Irrevocable undertakings
AQA has received irrevocable undertakings to accept the Offer
from each DRS Director holding DRS Shares (being Arthur Mark
Tebbutt and Gary Brighton) in respect of his entire beneficial
holdings of DRS Shares (other than DRS Share Scheme Shares), being
in aggregate 2,478,553 DRS Shares, representing approximately 7.58
per cent. of the existing ordinary share capital of DRS in issue on
27 July 2016, being the last dealing day prior to the date of this
announcement.
In relation to Arthur Mark Tebbutt, his irrevocable undertaking
will cease to be binding if:
-- the board of DRS subsequently withdraws its recommendation of the Offer;
-- the Offer Document is not posted within 28 calendar days of
the date of this announcement (or within such longer period as AQA
and DRS, with the consent of the Panel, determine); or
-- the Offer, once made, lapses or is withdrawn.
In relation to Gary Brighton, his irrevocable undertaking will
cease to be binding if:
-- the board of DRS subsequently withdraws its recommendation of the Offer;
-- the Offer Document is not posted within 28 calendar days of
the date of this announcement (or within such longer period as AQA
and DRS, with the consent of the Panel, determine);
-- a person other than AQA or any person acting in concert with
AQA announces a firm intention to make an offer or to propose a
scheme of arrangement (in accordance with Rule 2.7 of the Code) to
acquire the entire issued and to be issued share capital of DRS,
other than that already owned by the person making such offer or
proposing such scheme (the "Competing Offer"), on or before 11.59
p.m. on the day that is 21 days after AQA posts the Offer Document
to DRS Shareholders, provided that (a) the value of the
consideration under the Competing Offer is at least 10% more than
the value of the consideration under the Offer and (b) AQA has not,
within 10 business days of the date of announcement of the
Competing Offer, announced an Offer where the value of the
consideration under such Offer is equal to or greater than the
value of the consideration under the Competing Offer; or
-- the Offer, once made, lapses or is withdrawn.
In addition, AQA has received irrevocable undertakings to accept
the Offer, or to procure that any other person accepts the Offer,
from Malcolm Brighton, Jennifer Brighton, Mark Brighton, Rights and
Issues and the DRS Employee Share Trust in respect of 13,350,226
DRS Shares, representing, in aggregate, approximately 40.84 per
cent. of the existing ordinary share capital of DRS in issue on 27
July 2016, being the last dealing day prior to the date of this
announcement.
The irrevocable undertakings given by Malcolm Brighton, Jennifer
Brighton and Mark Brighton cease to be binding if:
-- the board of DRS subsequently withdraws its recommendation of the Offer;
-- the Offer Document is not posted within 28 calendar days of
the date of this announcement (or within such longer period as AQA
and DRS, with the consent of the Panel, determine);
-- a person other than AQA or any person acting in concert with
AQA announces a firm intention to make an offer or to propose a
scheme of arrangement (in accordance with Rule 2.7 of the Code) to
acquire the entire issued and to be issued share capital of DRS,
other than that already owned by the person making such offer or
proposing such scheme (the "Competing Offer"), on or before 11.59
p.m. on the day that is 21 days after AQA posts the Offer Document
to DRS Shareholders, provided that (a) the value of the
consideration under the Competing Offer is at least 10% more than
the value of the consideration under the Offer and (b) AQA has not,
within 10 business days of the date of announcement of the
Competing Offer, announced an Offer where the value of the
consideration under such Offer is equal to or greater than the
value of the consideration under the Competing Offer; or
-- the Offer, once made, lapses or is withdrawn.
The irrevocable undertaking given by Rights and Issues will
cease to be binding if:
-- the Offer Document is not posted within 28 calendar days of
the date of this announcement (or within such longer period as AQA
and DRS, with the consent of the Panel, determine);
-- a person other than AQA or any person acting in concert with
AQA announces a firm intention to make an offer (in accordance with
Rule 2.7 of the Code) to acquire the entire issued and to be issued
share capital of DRS, other than that already owned by the person
making such offer (the "Competing Offer"), on or before 11.59 p.m.
on the day that is 7 days after AQA posts the Offer Document to DRS
Shareholders, provided that (a) the value of the consideration
under the Competing Offer is at least 5% more than the value of the
consideration under the Offer and (b) AQA has not, within 5
business days of the date of announcement of the Competing Offer,
announced an Offer where the value of the consideration under such
Offer is equal to or greater than the value of the consideration
under the Competing Offer; or
-- the Offer, once made, lapses or is withdrawn.
The irrevocable undertaking given by the DRS Employee Share
Trust will cease to be binding if:
-- the Offer Document is not posted within 28 calendar days of
the date of this announcement (or within such longer period as AQA
and DRS, with the consent of the Panel, determine);
-- a person other than AQA or any person acting in concert with
AQA announces a firm intention to make an offer (in accordance with
Rule 2.7 of the Code) to acquire the entire issued and to be issued
share capital of DRS, other than that already owned by the person
making such offer (the "Competing Offer"), on or before 11.59 p.m.
on the day that is 7 days after AQA posts the Offer Document to DRS
Shareholders, provided that (a) the value of the consideration
under the Competing Offer is at least 10% more than the value of
the consideration under the Offer and (b) AQA has not, within 5
business days of the date of announcement of the Competing Offer,
announced an Offer where the value of the consideration under such
Offer is equal to or greater than the value of the consideration
under the Competing Offer; or
-- the Offer, once made, lapses or is withdrawn.
Accordingly, AQA has received irrevocable undertakings to accept
the Offer, or to procure that any other person accepts the Offer,
in respect of, in aggregate, 15,828,779 DRS Shares, representing
approximately 48.42 per cent. of the existing ordinary share
capital of DRS in issue on 27 July 2016, being the last dealing day
prior to the date of this announcement.
Further details of these irrevocable undertakings are set out in
Appendix 3 to this announcement.
7. Information on AQA
AQA is an independent education charity and a significant
provider of academic qualifications taught in schools and colleges
in England.
The range of qualifications includes GCSEs, A-levels,
Tech-levels and the Extended Project Qualification amongst others.
Through its joint venture with Oxford University Press, AQA offers
a range of qualifications targeted at the international market.
In the year ended 30 September 2015, the AQA Group received
total incoming resources of GBP150.8 million and had net outgoing
resources of GBP4.2 million after having invested in new
qualifications designed to meet Westminster Government's education
reform agenda. The AQA Group's balance sheet as at 30 September
2015 incorporated net assets of GBP70.9 million, including GBP30.7
million in cash fund investments, GBP42.7 million in long term
investments and GBP2.1 million in cash at bank and in-hand.
Following completion of the Offer, the earnings, assets and
liabilities of DRS will be incorporated into the consolidated
financial results and position of the AQA Group, with a reduction
in AQA's liquid resources to reflect the cash consideration and
relevant fees and expenses in relation to the Offer.
8. Information on DRS
DRS was established in 1969 as a data capture bureau offering
printing and scanning services in London. Since then DRS has
further developed its expertise to include the design and
manufacture of imaging and Optical Mark Recognition (OMR) scanners,
software solutions for examinations and assessments as well as
real-time data capture technology for use in large data gathering
projects across the national and international census and election
markets.
The DRS Group today has evolved to become a specialist provider
of automated data capture technology and solutions in the UK and
overseas to three market sectors: education, elections and census.
Two of the markets, census and elections, offer opportunities that,
while they are high value by nature, are non-recurring and tend to
be project based requiring specific customisation. By contrast,
events in the education market such as examinations are regular and
repeatable and offer the opportunity for recurring revenue
streams.
Across these sectors, the DRS Group focuses on solutions that
provide for large-scale secure capture and processing of
high-stakes data, primarily from manually completed, paper-based
forms and the output of the results to a fixed schedule.
Education sector
For over four decades the DRS Group has supported awarding
bodies, assessment authorities, schools, colleges and universities
in the UK and in selected overseas markets, providing secure data
capture and examination processing products and specialist
services.
Elections sector
The DRS Group provides an end-to-end solution for electronically
counted elections including form design and printing, hardware,
software, project support and training. This support is provided to
cover statutory and non-statutory elections including national
parliamentary elections, legislative and local council elections as
well as employee and trade union ballots.
Census sector
The DRS Group provides data capture solutions for large-scale
censuses including paper-based national or regional population
censuses and specialised industrial, commercial and agricultural
censuses.
DRS is headquartered in Milton Keynes, UK and as at 30 June 2016
the DRS Group employed 406 people on its weekly payroll and 145
people on its monthly payroll.
For the year ended 31 December 2015, DRS reported revenue of
GBP12.5 million and profit before tax and exceptional items of
GBP0.06 million. As at 31 December 2015, DRS had gross assets of
GBP9.5 million and net cash of GBP0.6 million.
9. DRS's current trading and prospects
On 25 April 2016, DRS published its final results for the year
ending 31 December 2015.
Please see the Annual Report on DRS's website
https://DRSstorage.blob.core.windows.net/sitefinityDRSstorage/financial-reports/DRS-annual-report-2015.pdf?sfvrsn=12.
On 20 June 2016, DRS made the following statement at its annual
general meeting:
"The Mayor of London and London Assembly election project was
delivered and will be recognised in the half year results and the
outlook for the full year is expected to be broadly in line with
market expectations.
For the remainder of the year the UK examination market is
expected to remain stable, while conditions in the overseas markets
are expected to continue to be challenging for the foreseeable
future."
For the purposes of Rule 28.1 of the Code, the DRS Directors
consider that market expectations are the earnings per share of nil
pence per share and the profit before taxation of nil for the year
ending 31 December 2016 published by the research analyst at Arden
Partners. The DRS Directors confirm that the annual general meeting
statement remains valid and that the basis of accounting used is
consistent with DRS's accounting policies. The DRS Directors
confirm that the profit forecast has been properly compiled on the
basis of the following assumptions:
-- trading results to the date of the annual general meeting;
-- the financial impact of the Mayor of London and London
Assembly election project that will be included in the half year
results;
-- the volume of examination scripts being received for scanning
and processing by DRS at this time together with the anticipated
cumulative volumes expected over the summer examination marking
period; and
-- the known and anticipated cost base of DRS.
10. Management, employees and locations
Shortly following completion of the Offer, AQA intends to
commence a detailed review of DRS's operations and to begin
planning for DRS to join the AQA family whilst remaining in its
Milton Keynes base (incorporating DRS's head office and operational
division). As set out earlier in this announcement, AQA anticipates
that DRS's key focus will be on electronic marking and associated
services (including scanning) post completion of the Offer, while
DRS's operations in the elections and census sectors are less core
to AQA's strategic rationale for the Offer. In addition, AQA
intends to review DRS's position in overseas markets, in the
context of challenging conditions which, as DRS stated at its June
2016 annual general meeting, DRS expects to continue for the
foreseeable future.
Whilst cost reduction is also not part of AQA's rationale for
the acquisition of DRS, the detailed review, which will cover all
aspects of DRS's business including, inter alia, its central
functions and the operation of the DRS Group's customer contracts
and services beyond AQA, may result in a reduction in the headcount
of the combined group, which AQA would expect to be limited. No
decisions have been made by AQA in relation to that integration and
no discussions have been held between AQA and DRS in this regard,
other than in relation to the retention of Milton Keynes as DRS's
base. AQA does not intend to make changes to the location of DRS's
places of business or redeploy any of DRS's fixed assets.
AQA has no intention to effect a material change to the
conditions of employment, and has given assurances to the DRS
Directors that the existing employment rights, including pension
rights, of all DRS Group employees will be fully safeguarded
following the Offer becoming or being declared unconditional in all
respects in accordance with contractual and statutory
requirements.
AQA has informed DRS that it intends to consider appropriate,
limited, incentivisation arrangements for DRS Group employees
following completion of the Offer. Beyond this statement, no
discussions have taken place to date between DRS and AQA in
relation to such arrangements, no agreements or arrangements have
been entered into at the current time and there will be no
discussions in relation to any such arrangements during the Offer
Period.
It is intended that each non-executive DRS Director will step
down as a director, to take effect on the date on which the Offer
becomes or is declared unconditional in all respects, or shortly
thereafter.
11. DRS Share Scheme
The Offer will extend to any DRS Shares which are
unconditionally allotted or issued under the DRS Share Scheme
before the date on which the Offer closes (or by such earlier date
as AQA may, subject to the Code, decide, not being earlier than (a)
the date on which the Offer becomes or is declared unconditional as
to acceptances or (b) if later, 18 August 2016).
Participants in the DRS Share Scheme will be contacted regarding
the effect of the Offer on their rights under the scheme and
provided with further details concerning the proposals which AQA is
making to them. Details of these proposals will be set out in
separate letters to be sent to participants in the DRS Share
Scheme.
12. Financing of the Offer
The cash consideration payable under the Offer is being financed
from AQA's existing cash resources.
KPMG, financial adviser to AQA, is satisfied that sufficient
resources are available to AQA to satisfy in full the cash
consideration payable to DRS Shareholders under the terms of the
Offer.
13. Conditions to the Offer
The Offer is subject to the Conditions and further terms set out
in Appendix 1 to this announcement and to the further terms and
conditions to be set out in the Offer Document.
The conditions in Appendix 1 to this announcement include
(amongst other things):
-- valid acceptances being received in respect of DRS Shares
which constitute not less than 90 per cent. in nominal value of the
DRS Shares to which the Offer relates and represent not less than
90 per cent. of the voting rights attached to such DRS Shares;
-- no Relevant Authority having given written notice of a
decision to take, institute or threaten any Legal Proceedings, or
having required any action to be taken or otherwise having done
anything that would or might reasonably be expected to prevent the
Offer being made or otherwise interfering with the Proposed
Acquisition; and
-- all Authorisations which are material in any relevant
jurisdiction for or in respect of the Proposed Acquisition, or
control of DRS, by AQA or any member of the Wider AQA Group being
obtained.
14. Structure of the Offer
It is intended that the Offer will be implemented by way of a
takeover offer under Part 28 of the Companies Act 2006 and the
Code.
The DRS Shares will be acquired by AQA under the Offer fully
paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and any other rights and
interests of any nature whatsoever and together with all rights
attaching to them, including voting rights and the right to receive
and retain in full all dividends and other distributions (if any)
declared, made or paid on or after the date of this
announcement.
The Offer Document and the Form of Acceptance accompanying the
Offer Document will be published within 28 calendar days of this
announcement (subject to any extension agreed by AQA and DRS with
the consent of the Panel). The Offer will be subject to the
Conditions. Further details of the Offer will be set out in the
Offer Document. The Offer Document and accompanying Form of
Acceptance will be made available to all DRS Shareholders at no
charge to them. DRS Shareholders are urged to read the Offer
Document and the accompanying Form of Acceptance when they are sent
to them because they will contain important information.
15. Interests in DRS Shares
As at the close of business on 27 July 2016, being the latest
practicable date prior to the publication of this announcement,
save for the irrevocable undertakings referred to in paragraph 6 of
this announcement, neither AQA or any person acting, or deemed to
be acting, in concert with AQA:
-- had an interest in, or right to subscribe for, any DRS Shares;
-- had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, DRS Shares;
-- had procured an irrevocable undertaking to accept the Offer; or
-- had borrowed or lent any DRS Shares.
Furthermore, save for the irrevocable undertakings referred to
in paragraph 6 of this announcement, no arrangement exists with AQA
or DRS or an associate of AQA or DRS in relation to DRS Shares. For
these purposes, an "arrangement" includes any indemnity or option
arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to DRS Shares which may be
an inducement to deal or refrain from dealing in such
securities.
16. Offer related arrangements
On 15 March 2016, AQA and DRS entered into a confidentiality
agreement in a customary form in relation to the Offer, pursuant to
which they each undertook, subject to certain exceptions, to keep
information relating to one another confidential and to not
disclose it to third parties. Unless terminated earlier, the
confidentiality obligations will remain in force for two years from
the date of the agreement.
17. Compulsory acquisition
If AQA receives acceptances under the Offer in respect of,
and/or otherwise acquires, 90 per cent. or more of the DRS Shares
by nominal value and voting rights attaching to such shares to
which the Offer relates and assuming that all of the other
conditions of the Offer have been satisfied or waived (if capable
of being waived), AQA intends to exercise its rights pursuant to
the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to
compulsorily acquire the remaining DRS Shares in respect of which
the Offer has not been accepted on the same terms as the Offer.
18. Delisting and cancellation of trading and re-registration
If the Offer becomes or is declared unconditional in all
respects and AQA has, by virtue of its shareholdings and
acceptances of the Offer, acquired DRS Shares carrying 75 per cent.
or more of the voting rights of DRS, AQA intends to procure the
making of an application to the FCA to remove the listing of the
DRS Shares from the Official List and to the London Stock Exchange
to cancel trading in DRS Shares on the London Stock Exchange's
market for listed securities. It is anticipated that the removal of
DRS's listing on the Official List and cancellation of admission to
trading on the London Stock Exchange's market for listed securities
will take effect no earlier than 20 Business Days following the
date on which the Offer becomes or is declared unconditional in all
respects, provided AQA has, by virtue of its shareholdings and
acceptances of the Offer, acquired DRS Shares carrying 75 per cent.
or more of the voting rights of DRS. In connection with the removal
of DRS's listing on the Official List and cancellation of admission
to trading on the London Stock Exchange's market for listed
securities, AQA intends that DRS will withdraw the DRS
Shares from CREST.
It is AQA's intention that, following such delisting and
cancellation of trading, DRS will be re-registered as a private
limited company under the relevant provisions of the Companies Act
2006. Delisting and re-registration would significantly reduce the
liquidity and marketability of any DRS Shares in respect of which
the Offer has not been accepted at that time.
19. Documents published on a website
Copies of the following documents will be made available on
AQA's website (www.aqa.org.uk) and DRS's website (www.drs.co.uk) by
no later than 12 noon (London time) on the Business Day following
the publication of this announcement until the end of the Offer
Period:
(i) a copy of this announcement;
(ii) the irrecoverable undertakings referred to in paragraph 6
above and summarised in Appendix 3 to this announcement;
(iii) the confidentiality agreement referred to in paragraph 16 of this announcement.
For the avoidance of doubt, the contents of those websites are
not incorporated by reference into, and do not form part of, this
announcement.
20. General
AQA will have the right to reduce the amount payable for each
DRS Share by the amount of any dividend (or other distribution)
which is paid or becomes payable to DRS Shareholders after the date
of this announcement. DRS Shareholders will remain entitled to
receive such dividend payment in the event that the price payable
for each DRS Share is reduced.
AQA further reserves the right to elect (subject to the prior
consent of the Panel) to effect the Offer by way of a court
sanctioned scheme of arrangement under Part 26 of the Companies Act
2006.
It is intended that the Offer Document and the Form of
Acceptance will be posted to DRS Shareholders today (but, in any
event (save with the consent of the Panel), within 28 calendar days
of the date of this announcement).
The Offer will be subject to the Conditions and further terms
set out in Appendix 1 to this announcement and to the full terms
and conditions which will be set out in the Offer Document.
Appendix 2 to this announcement contains the sources of information
and bases of calculation of certain information contained in this
announcement. Appendix 3 to this announcement contains a summary of
the irrevocable undertakings received in relation to the Offer.
Appendix 4 to this announcement contains definitions of certain
terms used in this announcement.
KPMG LLP has given and has not withdrawn its written consent to
the issue of this announcement with the inclusion of the references
to its name in the form and context in which they appear.
Arden Partners plc has given and has not withdrawn its written
consent to the issue of this announcement with the inclusion of the
references to its name in the form and context in which they
appear.
If you are in any doubt about the contents of this announcement
or what action you should take, you should consult your
stockbroker, bank manager, solicitor, accountant or other
independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriately
authorised independent financial adviser in the relevant
jurisdiction.
Enquiries
AQA
Andrew Hall, Chief Executive
Officer
Mark Moulding, Head of +44 (0) 1483 556 288
PR and Media Relations +44 (0) 1483 556 288
KPMG (financial adviser
to AQA)
Helen Roxburgh +44 (0) 113 231 3000
Stephen Leah +44 (0) 113 231 3000
DRS
Steve Gowers, Chief Executive
Officer +44 (0) 1908 666 088
Arden Partners (financial
adviser to DRS)
Steve Douglas +44 (0) 207 614 5900
KPMG LLP, which is authorised and regulated in the UK by the FCA
for investment business activities, is acting exclusively as
financial adviser to AQA in relation to the Offer and is not acting
for any other person in relation to such Offer. KPMG LLP will not
be responsible to anyone other than AQA for providing the
protections afforded to its clients or for providing advice in
relation to the Offer or any other matter referred to in this
announcement or otherwise.
Arden Partners plc, which is authorised and regulated in the UK
by the FCA, is acting exclusively for DRS and no-one else in
connection with the Offer and will not regard any other person as a
client in relation to the Offer and will not be responsible to
anyone other than DRS for providing the protections afforded to its
clients or for providing advice in relation to the Offer or any
matters referred to in this announcement.
The AQA Directors accept responsibility for the information
contained in this announcement, other than the information for
which responsibility is taken by the DRS Directors pursuant to the
paragraph immediately below. To the best of the knowledge and
belief of the AQA Directors (who have taken all reasonable care to
ensure that such is the case), the information contained in this
announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
The DRS Directors accept responsibility for the information
contained in this announcement relating to the DRS Group,
themselves, their respective immediate families, related trusts and
connected persons and the recommendations and opinions of the DRS
Directors relating to the Offer contained in paragraphs 4
(Background to and reasons for the recommendation), 5
(Recommendation), 8 (Information on DRS) and 9 (DRS's current
trading and prospects) of this announcement. To the best of the
knowledge and belief of the DRS Directors (who have taken all
reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities, or the solicitation
of any vote or approval of an offer to buy securities in any
jurisdiction, pursuant to the Offer or otherwise. Any acceptance or
other response to the Offer should be made only on the basis of
information contained in the Offer Document, which will contain the
full terms and conditions of the Offer, including how the Offer may
be accepted. DRS Shareholders are advised to read the formal
documentation in relation to the Offer carefully once it has been
despatched.
This announcement has been prepared for the purposes of
complying with the laws of England and Wales, 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 any
jurisdiction outside England and Wales.
Overseas shareholders
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than the United
Kingdom may be restricted by the laws and/or regulations of those
jurisdictions. Such persons should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdiction. Any failure to comply with applicable legal or
regulatory requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. Further details in
relation to overseas shareholders will be contained in the Offer
Document.
In particular, copies of this announcement and any other
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent (including, without limitation, by way of facsimile,
transmission, telephone or internet) in, into or from any
Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in, into or from any
Restricted Jurisdiction. Unless otherwise permitted by applicable
law and regulation, the Offer will not be made, directly or
indirectly, in or into, or by the use of mails or any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or
otherwise from or within any Restricted Jurisdiction.
Notice to US investors
The Offer is being made for securities of a United Kingdom
company and DRS Shareholders in the United States should be aware
that this announcement, the Offer Document and any other documents
relating to the Offer have been or will be prepared in accordance
with the Code and United Kingdom disclosure requirements, format
and style, all of which differ from those generally applicable in
the United States. DRS's financial statements, and all financial
information that is included in this announcement or that may be
included in the Offer Document, or any other documents relating to
the Offer, have been or will be prepared in accordance with
International Financial Reporting Standards and may not be
comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles.
The Offer will be made in the United States pursuant to
applicable US tender offer rules and securities laws (or pursuant
to exemptive relief therefrom granted by the United States
Securities and Exchange Commission (the "SEC")) and otherwise in
accordance with the requirements of English law, the Code, the
Panel, the London Stock Exchange and the FCA. Accordingly, the
Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are
different from those applicable under United States domestic tender
offer procedures and law.
Neither the SEC nor any other US federal or state securities
commission has approved or disapproved the Offer or passed upon the
adequacy or completeness of this announcement or the Offer
Document. Any representation to the contrary is a criminal offence
in the United States. It may be difficult for US holders of DRS
Shares to enforce their rights under and any claim arising out of
the US federal securities laws, since AQA and DRS are located
outside of the United States, and some or all of their officers and
directors may be resident outside of the United States. The DRS
Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended, and will not be offered to the
public in the United States.
In accordance with, and to the extent permitted by, the Code,
normal UK market practice and Rule 14e-5 under the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
Arden Partners and its affiliates may continue to act as exempt
principal traders in DRS Shares on the London Stock Exchange and
will engage in certain other purchasing activities consistent with
their respective normal and usual practice and applicable law,
including Rule 14e-5 under the Exchange Act. To the extent required
to be disclosed in accordance with applicable regulatory
requirements, information about any such purchases will be
disclosed on a next day basis to the Panel and will be available
from any Regulatory Information Service, including the Regulatory
News Service on the London Stock Exchange website,
www.londonstockexchange.com. To the extent that such information is
required to be publicly disclosed in the United Kingdom in
accordance with applicable regulatory requirements, this
information will as applicable also be publicly disclosed in the
United States.
Forward looking statements
This announcement contains statements about AQA and DRS which
are, or may be deemed to be, "forward looking statements" and which
are prospective in nature. All statements other than statements of
historical fact included in this announcement may be forward
looking statements. They are based on current expectations and
projections 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 "plans", "expects", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "predicts",
"intends", "anticipates", "believes", "targets", "aims",
"projects", "future-proofing" or words or terms of similar
substance or the negative of such words or terms, as well as
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. Such statements
are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. 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 AQA's or
DRS's operations and potential synergies resulting from the Offer;
and (iii) the effects of government regulation and global economic
conditions on AQA's or DRS's business.
These forward looking statements are not guarantees of future
financial performance. Such forward looking statements involve
known and unknown risks and uncertainties that could significantly
affect expected results and are based on certain key assumptions.
Many factors could cause actual results, performance or
achievements to differ materially from those projected or implied
in any forward looking statements. Due to such uncertainties and
risks, readers are cautioned not to place undue reliance on such
forward looking statements, which speak only as of the date of this
announcement.
Neither AQA nor any member of the AQA Group, nor DRS nor any
member of the DRS Group, nor any of their respective members,
associates, directors, officers, employees, advisers or persons
acting on their behalf, 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.
Other than in accordance with applicable legal or regulatory
obligations, neither AQA nor any member of the AQA Group, nor DRS
nor any member of the DRS Group, nor any of their respective
members, associates, directors, officers, employees, advisers or
persons acting on their behalf, is under any obligation and each of
them expressly disclaims any intention or obligation to update or
revise any forward looking statements or other statements contained
herein, whether as a result of new information, future events or
otherwise, except as required by applicable law.
Except as expressly provided in this announcement, no forward
looking or other statements have been reviewed by the auditors of
AQA or DRS. All subsequent oral or written forward looking
statements attributable to AQA or DRS, any member of the AQA Group
or the DRS Group or any of their respective members, associates,
directors, officers, employees, advisers or any persons acting on
their behalf are expressly qualified in their entirety by the
cautionary statement above.
No profit forecasts or estimates
Nothing in this announcement is intended or will be deemed to be
a forecast, projection or estimate of the future financial
performance of DRS or AQA and no statement in this announcement
should be interpreted to mean that earnings or earnings per share
of DRS or AQA (where relevant) for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share of DRS or AQA (where relevant).
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one 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 Code, any person who is, or becomes,
interested in one 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 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.
The defined terms used in this section "Dealing disclosure
requirements" are defined in the Code which can be found on the
Panel's website.
Information relating to DRS Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by DRS Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from DRS may be provided to AQA during the Offer
Period as required under Section 4 of Appendix 4 of the Code to
comply with Rule 2.12(c) of the Code.
Publication on website
A copy of this announcement together with all information
incorporated into this announcement by reference to another source
will be made available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on AQA's website
(www.aqa.org.uk) and DRS's website (www.drs.co.uk) by no later than
12 noon (London time) on the Business Day following the publication
of this announcement. For the avoidance of doubt, the contents of
those websites are not incorporated by reference into, and do not
form part of, this announcement.
Availability of hard copies
You may request a hard copy of this announcement (and all
information incorporated into this announcement by reference to
another source) by contacting Equiniti Limited on 0371 384 2050
from within the UK or on +44 121 415 0259 if calling from outside
the UK (lines are open from 8.30 a.m. to 5.30 p.m. (London time)
Monday to Friday, excluding English and Welsh public holidays).
Calls to the helpline from outside the UK will be charged at the
applicable international rate. 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 Offer nor give any financial,
legal or tax advice. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Offer should be in hard copy form.
APPIX 1
Conditions and certain further terms of the Offer
A. Conditions of the Offer
The Offer will be subject to the following Conditions:
1. Acceptance Condition
valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by no later than 1.00 p.m. (London time) on
18 August 2016 (or, subject to the Code, such later time(s) and/or
dates(s) as AQA may decide) in respect of not less than 90 per
cent. (or, subject to the Code, such lower percentage as AQA may
decide) of DRS Shares to which the Offer relates and not less than
90 per cent. (or, subject to the Code, such lower percentage as AQA
may decide) of the voting rights attached to those shares, provided
that the Condition in this paragraph 1 will not be satisfied unless
AQA and/or its wholly owned subsidiaries have acquired or agreed to
acquire (whether pursuant to the Offer or otherwise) DRS Shares
carrying, in aggregate, over 50 per cent. of the voting rights then
normally exercisable at general meetings of DRS, including for this
purpose (to the extent, if any, required by the Code) any such
voting rights attaching to any DRS Shares which may be
unconditionally allotted or issued before the Offer becomes or is
declared unconditional as to acceptances whether pursuant to the
exercise of any outstanding subscription or conversion rights or
otherwise.
For the purposes of the Condition in this paragraph 1:
(a) DRS Shares which have been unconditionally allotted but not
issued before the Offer becomes, or is declared, unconditional as
to acceptances, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise, will be deemed to
carry the voting rights which they will carry when they are
issued;
(b) the expression "DRS Shares to which the Offer relates" will
be construed in accordance with Chapter 3 of Part 28 of the
Companies Act 2006;
(c) DRS Shares (if any) that cease to be held in treasury before
the Offer becomes, or is declared, unconditional as to acceptances
are DRS Shares to which the Offer relates; and
(d) valid acceptances will be treated as having been received in
respect of any DRS Shares that AQA and/or its wholly owned
subsidiaries will, pursuant to section 979(8) and, if applicable,
section 979(9) of the Companies Act 2006, be treated as having
acquired or unconditionally contracted to acquire by virtue of
acceptances of the Offer;
2. Regulatory intervention
no Relevant Authority having given written notice of a decision
to take, institute or threaten any Legal Proceedings, or having
required any action to be taken or otherwise having done anything
or having enacted, made or proposed any statute, regulation, order
or decision (and in each case not having withdrawn the same) and
there not continuing to be outstanding any statute, regulation,
order or decision that would or might reasonably be expected
to:
(a) make the Proposed Acquisition or other acquisition of DRS
Shares, or control or management of DRS by AQA or any member of the
Wider AQA Group, void, unenforceable or illegal in any jurisdiction
or, directly or indirectly, prohibit or otherwise materially
restrict, delay or interfere with the implementation of, or impose
additional material conditions or obligations with respect to, or
otherwise materially challenge or require material adverse
amendment to the terms of, the Offer, or control or management of
DRS by AQA or any member of the Wider AQA Group;
(b) require, prevent or materially delay the divestiture (or
alter the terms of any proposed divestiture) by the Wider AQA Group
or the Wider DRS Group of all or any part of their respective
businesses, assets or properties or impose any material limitation
on their ability to conduct their respective businesses and to own,
control or manage their respective assets or properties (in each
case to an extent which is or is reasonably likely to be material
in the context of the Wider AQA Group or the Wider DRS Group taken
as a whole);
(c) materially limit or delay the ability of any member of the
Wider AQA Group or the Wider DRS Group to acquire or hold or to
exercise effectively, directly or indirectly, all or any rights of
ownership of shares or other securities (or the equivalent) in, or
to exercise management control over, any member of the Wider DRS
Group or the Wider AQA Group;
(d) except pursuant to Chapter 3 of Part 28 of the Companies Act
2006, require any member of the Wider AQA Group or of the Wider DRS
Group to acquire or offer to acquire any shares or other securities
(or the equivalent) or interest in any member of the Wider DRS
Group or any member of the Wider AQA Group owned by a Third Party
(other than in the implementation of the Offer);
(e) materially limit or delay the ability of any member of the
Wider AQA Group or the Wider DRS Group to integrate or co-ordinate
its business, or any part of it, with the businesses or any
material part of the businesses of any other member of the Wider
AQA Group and/or the Wider DRS Group;
(f) result in any member of the Wider AQA Group or any member of
the Wider DRS Group ceasing to be able to carry on business under
any name under which it presently does so (in each case to an
extent which is or is reasonably likely to be material in the
context of the Wider AQA Group or the Wider DRS Group taken as a
whole); or
(g) otherwise adversely affect the business, assets, financial
or trading position or profits or prospects of any member of the
Wider AQA Group to a material extent or of the Wider DRS Group to a
material extent,
and all applicable waiting and other time periods (including
extensions thereof) during which any such Relevant Authority could
decide to take, institute or threaten any Legal Proceedings having
expired, lapsed or been terminated;
3. Authorisations
(a) all filings, applications and/or notifications which are
material having been made and all relevant waiting periods and
other time periods (including any extensions thereof) under any
applicable legislation or regulation of any relevant jurisdiction
having expired, lapsed or been terminated and all applicable
statutory or regulatory obligations in any jurisdiction having been
complied with, in each case in respect of the Offer and the
Proposed Acquisition or other acquisition of any shares or other
securities in, or control or management of, DRS or any member of
the Wider DRS Group by any member of the Wider AQA Group;
(b) all Authorisations which are material in any relevant
jurisdiction for or in respect of the Proposed Acquisition, or
control of DRS, by AQA or any member of the Wider AQA Group being
obtained on terms and in a form reasonably satisfactory to AQA from
all appropriate Relevant Authorities, or from any persons or bodies
with whom any member of the Wider DRS Group or the Wider AQA Group
has entered into contractual arrangements or other business
relationships, and such Authorisations remaining in full force and
effect and there being no notice of any intention to revoke,
suspend, restrict or modify or not to renew any of the same having
been made and all necessary statutory or regulatory obligations in
any jurisdiction having been complied with in connection with the
Proposed Acquisition, in each case, where the absence of such
Authorisation or failure to comply with such statutory or
regulatory obligations would have a material adverse effect on the
Wider AQA Group or the Wider DRS Group taken as a whole; and
(c) there being no temporary restraining order, preliminary or
permanent injunction, preliminary or permanent enjoinment, or other
order issued and being in effect by a court or other Relevant
Authority which has the effect of making the Proposed Acquisition
or other acquisition of any shares or other securities in, or
control or management of, any member of the Wider DRS Group by any
member of the Wider AQA Group or the implementation of either of
them, void, voidable, illegal and/or unenforceable under the laws
of any relevant jurisdiction or otherwise, directly or indirectly,
prohibiting, preventing, restraining, restricting, delaying or
otherwise materially adversely interfering with the completion or
the approval of the Proposed Acquisition or any matter arising from
any other acquisition of any shares or other securities in, or
control or management of, any member of the Wider DRS Group by any
member of the Wider AQA Group, in each case which would have a
material adverse effect on the Wider AQA Group or the Wider DRS
Group taken as a whole;
4. Confirmation of absence of adverse circumstances
save as Disclosed, there being no provision of any Agreements to
which any member of the Wider DRS Group is a party, or by or to
which any such member, or any part of its assets, may be bound,
entitled or subject which, as a result of the Proposed Acquisition
or other acquisition by AQA or any member of the Wider AQA Group of
any DRS Shares or other securities, or change in the control or
management of DRS or any member of the Wider DRS Group, would or
might reasonably be expected to result in (in each case to an
extent which is or is reasonably likely to be material in the
context of the Wider DRS Group taken as a whole):
(a) any monies borrowed by or any other indebtedness (actual or
contingent) of, or any grant available to, any member of the Wider
DRS Group becoming repayable, or capable of being declared
repayable, immediately or earlier than the stated maturity or
repayment date or the ability of such member to borrow monies or
incur any indebtedness being withdrawn or inhibited;
(b) the rights, liabilities, obligations, interests or business
of any member of the Wider DRS Group under any Authorisation being
terminated or materially adversely modified or affected or any
onerous obligation arising or any materially adverse action being
taken under any such Authorisation;
(c) the interests or business of any member of the Wider DRS
Group in or with any Third Party (or any arrangements relating to
any such interests or business) being terminated or materially
adversely modified or affected;
(d) the creation, save in the ordinary course of business, of
any mortgage, charge or other security interest over the whole or
any part of the business, property or assets of any member of the
Wider DRS Group or any such mortgage, charge or security (whenever
arising or having arisen) becoming enforceable or being
enforced;
(e) any material assets, property or interests of, or used by,
any member of the Wider DRS Group being disposed of or charged in
any way or ceasing to be available to any member of the Wider DRS
Group or any rights arising under which any such asset, property or
interest could be required to be disposed of or charged or could
cease to be available to any member of the Wider DRS Group
otherwise than in the ordinary course of business;
(f) any member of the Wider DRS Group ceasing to be able to
carry on business under any name under which it currently does
so;
(g) the financial, trading or regulatory position or prospects
or value of any member of the Wider DRS Group being prejudiced or
materially adversely affected;
(h) the creation, acceleration or assumption of any material
actual or contingent liabilities by any member of the Wider DRS
Group other than in the ordinary course of business; or
(i) any requirement on any member of the Wider DRS Group to
acquire, subscribe, pay up or repay any shares or other securities
in and/or any indebtedness of any member of the Wider DRS Group
owned by or owed to any Third Party,
and no event having occurred which, under any provision of any
Agreement to which any member of the Wider DRS Group is a party, or
by or to which any such member, or any of its assets, may be bound,
entitled or subject, would or is reasonably likely to result in any
of the events or circumstances as are referred to in subparagraphs
4(a) to (i) inclusive (in each case to an extent which is or is
reasonably likely to be material in the context of the Wider DRS
Group taken as a whole);
5. No material transactions, claims or changes in the conduct of the business of DRS
save as Disclosed, no member of the Wider DRS Group has since
the Accounting Date:
(a) issued or agreed to issue or authorised or proposed the
issue or grant of additional shares of any class or securities
convertible into or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible
or exchangeable securities or transferred or sold (or agreed to
transfer or sell) any shares out of treasury (except, where
relevant, as between DRS and its wholly owned subsidiaries or
between its wholly owned subsidiaries or pursuant to the vesting of
awards or the exercise of options granted under the DRS Share
Scheme);
(b) recommended, declared, paid or made or proposed or resolved
to recommend, declare, pay or make any dividend, bonus issue or
other distribution whether payable in cash or otherwise, other than
a distribution declared before the Offer becomes unconditional in
all respects to DRS or one of its wholly owned subsidiaries;
(c) (except for transactions between DRS and its wholly owned
subsidiaries or between its wholly owned subsidiaries or pursuant
to the Proposed Acquisition) merged or demerged with or from, or
acquired, any body corporate or authorised or proposed or announced
any intention to propose any such merger, demerger or acquisition
(in each case to an extent which is material in the context of the
Wider DRS Group taken as a whole);
(d) (except for transactions between DRS and its wholly owned
subsidiaries or between its wholly owned subsidiaries or in the
ordinary course of business) acquired or disposed of or
transferred, mortgaged or charged, or created any other security
interest over, any material asset or any right, title or interest
in any material asset or authorised, proposed or announced any
intention to do so (in each case to an extent which is material in
the context of the Wider DRS Group taken as a whole);
(e) (except for transactions between DRS and its wholly owned
subsidiaries or between its wholly owned subsidiaries) entered
into, or authorised, proposed or announced the entry into, any
joint venture, asset or profit sharing arrangement, partnership or
merger of businesses or corporate entities (in each case to an
extent which is material in the context of the Wider DRS Group
taken as a whole);
(f) (except for transactions between DRS and its wholly owned
subsidiaries or between its wholly owned subsidiaries) other than
pursuant to the Offer, implemented or authorised any
reconstruction, amalgamation, scheme or other transaction or
arrangement with a substantially equivalent effect;
(g) (except for transactions between DRS and its wholly owned
subsidiaries or between its wholly owned subsidiaries) purchased,
redeemed or repaid any of its own shares or other securities or
reduced or made or authorised any other change in its share
capital;
(h) (except for transactions between DRS and its wholly owned
subsidiaries or between its wholly owned subsidiaries) made or
authorised any change in its loan capital or issued or authorised
the issue of any debentures or incurred or increased any
indebtedness or contingent liability (in each case to an extent
which is material in the context of the Wider DRS Group taken as a
whole);
(i) entered into, varied or terminated, or authorised the entry
into, variation or termination of, any contract, commitment or
arrangement (whether in respect of capital expenditure, real estate
or otherwise) which is outside the ordinary course of business or
which is of a long term, onerous or unusual nature or magnitude or
which involves, or might reasonably be expected to involve, an
obligation of a material nature or magnitude which is restrictive
on the business of any member of the Wider DRS Group (in each case
to an extent which is material in the context of the Wider DRS
Group taken as a whole);
(j) been unable, or admitted in writing that it is unable, to
pay its debts or has stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to
cease carrying on all or a substantial part of its business (in
each case to an extent which is material in the context of the
Wider DRS Group taken as a whole);
(k) other than in respect of a solvent reorganisation, commenced
negotiations with any of its creditors or taken any step with a
view to rescheduling or restructuring any of its indebtedness or
entered into a composition, compromise, assignment or arrangement
with any of its creditors whether by way of a voluntary
arrangement, scheme of arrangement, deed of compromise or otherwise
(in each case to an extent which is material in the context of the
Wider DRS Group taken as a whole);
(l) (other than in respect of a member of the Wider DRS Group
which is dormant and solvent at the relevant time) taken any
corporate action or had any legal proceedings started, served or
threatened against it or any documents filed or faxed in court for
its winding up (voluntary or otherwise), dissolution or
reorganisation (or for any analogous proceedings or steps in any
jurisdiction) or for the appointment of a liquidator, provisional
liquidator, receiver, administrator, administrative receiver,
trustee or similar officer (or for the appointment of any analogous
person in any jurisdiction) of all or any of its assets and
revenues or had notice given of the intention to appoint any of the
foregoing to it (in each case to an extent which is material in the
context of the Wider DRS Group taken as a whole);
(m) except in the ordinary course of business, waived,
compromised, settled, abandoned or admitted any dispute, claim or
counter-claim whether made or potential and whether by or against
any member of the Wider DRS Group (in each case to an extent which
is material in the context of the Wider DRS Group taken as a
whole);
(n) made any material alteration or amendment to its
constitutional documents other than as required to implement the
Proposed Acquisition (in each case to an extent which is materially
adverse in the context of the Wider DRS Group taken as a whole or
is material and adverse in the context of the Proposed
Acquisition);
(o) other than in respect of the appointment of Gary Brighton as
a DRS Director, entered into, or varied the terms of, or terminated
or given notice of termination of, any service agreement or
arrangement with any director or senior executive of the Wider DRS
Group (in each case to an extent which is material in the context
of the Wider DRS Group taken as a whole);
(p) except in relation to changes reasonably made or agreed as a
result of, or arising from, legislation or changes to legislation,
proposed, agreed to provide, or agreed to modify the terms of, any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any person employed
by the Wider DRS Group, other than in accordance with the terms of
the Offer (in each case to an extent which is material in the
context of the Wider DRS Group taken as a whole);
(q) except in relation to changes reasonably made or agreed as a
result of, or arising from, legislation or changes to legislation,
made or consented to any material change to the terms of the trust
deed(s) constituting the pension scheme(s) established for its
directors and/or employees and/or their dependants or to the
benefits which accrue, or to the pensions which are payable
thereunder, or to the basis on which qualification for or accrual
or entitlement to such benefits or pensions are calculated or
determined, or to the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made, or agreed or
consented to, any change to the trustees, other than in accordance
with applicable law (in each case to an extent which is material in
the context of the Wider DRS Group taken as a whole); or
(r) entered into any Agreement or passed any resolution or made
any offer (which remains open for acceptance) with respect to, or
proposed or announced any intention to effect or propose, any of
the transactions, matters or events referred to in this paragraph 5
(in each case to an extent which is material in the context of the
Wider DRS Group taken as a whole);
6. Other events since the Accounting Date
save as Disclosed, since the Accounting Date:
(a) no adverse change or deterioration having occurred and no
events, matters or circumstances having arisen which would or might
reasonably be expected to result in any adverse change or
deterioration in the business, assets, financial, trading or
regulatory position or profits or prospects of any member of the
Wider DRS Group (in each case to an extent which is material in the
context of the Wider DRS Group taken as a whole);
(b) no litigation, arbitration proceedings, prosecution or other
legal proceedings in any jurisdiction having been threatened in
writing, announced, instituted or remaining outstanding by, against
or in respect of any member of the Wider DRS Group or to which any
member of the Wider DRS Group is a party (whether as claimant or
defendant or otherwise) and no investigation by any Relevant
Authority or other investigative body against or in respect of any
member of the Wider DRS Group having been threatened, announced,
instituted or remaining outstanding by, against or in respect of
any member of the Wider DRS Group (in each case to an extent which
is material in the context of the Wider DRS Group taken as a
whole);
(c) no contingent or other liability having arisen outside the
ordinary course of business which would or might reasonably be
expected to materially and adversely affect any member of the Wider
DRS Group (in each case to an extent which is material in the
context of the Wider DRS Group taken as a whole);
7. Other issues
save as Disclosed, AQA not having discovered that:
(a) any financial, business or other information concerning any
member of the Wider DRS Group publicly disclosed prior to the date
of this announcement at any time by or on behalf of any member of
the Wider DRS Group is materially misleading, contains a material
misrepresentation of a material fact or omits to state a fact
necessary to make the information contained therein not materially
misleading and which was not subsequently corrected before the date
of this announcement by disclosure by or on behalf of the Wider DRS
Group through the publication of an announcement via a Regulatory
Information Service (in each case to an extent which is material in
the context of the Wider DRS Group taken as a whole);
(b) that any member of the Wider DRS Group is subject to any
liability (actual, contingent, prospective or otherwise) other than
in the ordinary course of business (in each case which is material
in the context of the Wider DRS Group taken as a whole);
(c) any past or present member of the Wider DRS Group has not
complied in a material respect with any applicable legislation,
common law or regulations, notices or other requirements of any
jurisdiction or Relevant Authority with regard to environmental
matters or the health and safety of any person, or that there has
otherwise been any breach of environmental or health and safety law
or that there is any environmental condition which, in any case,
would be likely to give rise to any liability (actual, contingent,
prospective or otherwise) or cost on the part of any member of the
Wider DRS Group (in each case which is material in the context of
the Wider DRS Group taken as a whole);
(d) there is, or is likely to be, any material liability
(actual, contingent, prospective or otherwise) to make good,
repair, reinstate or clean up any property now or previously owned,
occupied or made use of by any past or present member of the Wider
DRS Group or any controlled waters under any environmental law or
which has or could result in the closure of any property of
material importance to the operations of any member of the Wider
DRS Group (in each case to an extent which is material in the
context of the Wider DRS Group taken as a whole); and
(e) no circumstance having arisen or event having occurred in
relation to any Intellectual Property owned or used by any member
of the Wider DRS Group which would have a materially adverse effect
on any member of the Wider DRS Group, including:
(i) any member of the Wider DRS Group losing its title to any of
its Intellectual Property, or any Intellectual Property owned by
any member of the Wider DRS Group being revoked, cancelled or
declared invalid;
(ii) any claim being asserted or threatened in writing by any
person challenging the ownership of any member of the Wider DRS
Group to, or the validity or effectiveness of, any of its
Intellectual Property; or
(iii) any Agreement regarding the use of any Intellectual
Property licensed to or by any member of the Wider DRS Group being
terminated or varied,
in each case which is material in the context of the Wider DRS
Group taken as a whole.
B. Certain further terms of the Offer
(a) Subject to the requirements of the Code and the Panel, AQA
reserves the right to waive, in whole or in part, all or any of the
Conditions in paragraphs 2 to 7 (inclusive) above.
(b) If AQA is required by the Panel to make an offer for DRS
Shares under Rule 9 of the Code, AQA may make such alterations to
any of the above Conditions, including the Condition in paragraph
1, and the terms of the Offer as are necessary to comply with that
Rule.
(c) The Offer will lapse unless all Conditions to the Offer are
fulfilled or (if capable of waiver) waived or, where appropriate,
determined by AQA to have been or remain satisfied by midnight
(London time) on the date which is 21 calendar days after the later
of 18 August 2016 and the date on which the Offer becomes, or is
declared, unconditional as to acceptances (or such later date (if
any) as AQA may, with the consent of the Panel or in accordance
with the Code, decide).
(d) AQA will be under no obligation to waive or treat as
satisfied any of the Conditions in paragraphs 2 to 7 (inclusive)
above by a date earlier than the latest date specified above for
its satisfaction even though the other Conditions of the Offer may,
at such earlier date, have been waived or fulfilled and there are,
at such earlier date, no circumstances indicating that any such
Conditions may not be capable of fulfilment.
(e) The Offer will lapse (unless the Panel otherwise consents)
if, before 18 August 2016 or the date on which the Offer becomes,
or is declared, unconditional as to acceptances (whichever is the
later), the CMA decides to make a CMA Phase 2 Reference. If the
Offer does so lapse, not only will the Offer cease to be capable of
further acceptance but also DRS Shareholders and AQA will
thereafter cease to be bound by prior acceptances.
(f) The DRS Shares will be acquired by AQA fully paid and free
from all liens, charges, encumbrances, rights of pre-emption and
any other third party rights of any nature whatsoever and together
with all rights attaching to them as at the date of this
announcement or subsequently attaching or accruing to them,
including, without limitation, voting rights and the right to
receive and retain, in full, all dividends and other distributions
(if any) declared, made or paid, or any other return of capital
(whether by way of reduction of share capital or share premium
account or otherwise) made on or after the date of this
announcement. Accordingly, insofar as a dividend and/or
distribution and/or a return of capital is proposed, declared,
made, paid or payable by DRS in respect of a DRS Share on or after
the date of this announcement, AQA reserves the right to reduce by
the amount of the dividend and/or distribution and/or return of
capital, the price payable under the Offer in respect of a DRS
Share, except insofar as the DRS Share is or will be transferred
pursuant to the Offer on a basis which entitles AQA alone to
receive the dividend and/or distribution and/or return of capital,
but if that reduction in price has not been effected, the person to
whom the Offer Price is paid in respect of that DRS Share will be
obliged to account to AQA for the amount of such dividend and/or
distribution and/or return of capital.
(g) Save in respect of the Condition in paragraph 1, under Rule
13.5 of the Code, AQA may not invoke a Condition so as to cause the
Offer not to proceed, to lapse or to be withdrawn unless the
circumstances that give rise to the right to invoke the Condition
are of material significance to AQA in the context of the Offer.
The Condition in paragraph 1 is not subject to this provision of
the Code.
(h) If the Offer lapses, it will cease to be capable of further
acceptance and persons accepting the Offer and AQA will thereupon
cease to be bound by acceptances submitted before the time the
Offer lapses.
(i) AQA reserves the right, subject to the prior consent of the
Panel, to implement the Offer by way of a scheme of arrangement
under Part 26 of the Companies Act 2006. In such event, the Offer
will be implemented on the same terms, so far as applicable, as
those which would apply under a contractual offer, subject to
appropriate amendments to reflect the change in method of effecting
the Offer.
(j) Each of Conditions in paragraphs 1 to 7 above will be
regarded as a separate Condition and will not be limited by
reference to any other Condition.
(k) The Offer will be governed by the laws of England and Wales
and will be subject to the jurisdiction of the courts of England
and Wales and to the Conditions and further terms set out in this
announcement and to be set out in the Offer Document. The Offer
will be subject to the applicable requirements of the UK Listing
Authority, the FCA, the European Commission, FSMA, the London Stock
Exchange and the Code.
(l) The ability to effect the Offer in respect of persons
resident in certain jurisdictions may be affected by the laws of
those jurisdictions. Before taking any action in relation to the
Offer, holders of DRS Shares should inform themselves about and
observe any applicable requirements.
(m) Unless otherwise determined by AQA or required by the Code
and permitted by applicable law and regulation:
(i) the Offer will not be made, directly or indirectly, in or
into, or by the use of mails or any means or instrumentality
(including, without limitation, telephonically or electronically)
of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of any Restricted
Jurisdiction and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facilities or otherwise from or
within any Restricted Jurisdiction; and
(ii) this announcement should not be forwarded or transmitted in
or into any jurisdiction in which such act would constitute a
violation of the relevant laws in such jurisdiction.
(n) The treasury shares (as defined in section 974(6) of the
Companies Act 2006) of DRS are excluded from the Offer.
APPIX 2
Sources and bases of information
1. As at the close of business on 27 July 2016, the last dealing
day prior to the date of this announcement, DRS had in issue
32,691,600 DRS Shares. The International Securities Identification
Number for the DRS Shares is GB0002502580.
2. The value attributed to DRS's entire issued and to be issued
share capital as implied by the Offer Price is based on 32,691,600
DRS Shares in issue on 27 July 2016, the last dealing day prior to
the date of this announcement.
3. The Closing Price for DRS Shares on 27 July 2016, the last
dealing day prior to the date of this announcement, is taken from
the Official List.
4. Unless otherwise stated, the financial information relating
to DRS is extracted from the audited consolidated financial
statements of DRS for the year ended 31 December 2015.
5. Unless otherwise stated, the financial information relating
to AQA is extracted from the audited consolidated financial
statements of AQA for the year ended 30 September 2015.
6. The financial data (if any) relating to synergies, cost
savings and other financial benefits of the Proposed Acquisition
are unaudited and are based on analysis by AQA's management and on
AQA's and DRS's internal records.
APPIX 3
Irrevocable undertakings
DRS Shareholders' irrevocable undertakings
The following DRS Shareholders have given an irrevocable
undertaking to accept, or procure the acceptance of, the Offer not
later than 7 calendar days after AQA posts the Offer Document to
DRS Shareholders:
Name Number of DRS Percentage of
Shares in respect DRS's issued share
of which the irrevocable capital
undertaking is
given
Malcolm Brighton 7,079,697 21.66%
Jennifer Brighton 2,000,000 6.12%
Mark Brighton 2,000,000 6.12%
Rights and Issues 1,350,000 4.13%
DRS Employee Share
Trust 920,529 2.82%
Total 13,350,226 40.84%
The irrevocable undertakings given by Malcolm Brighton, Jennifer
Brighton and Mark Brighton cease to be binding if:
(a) the board of DRS subsequently withdraws its recommendation of the Offer;
(b) the Offer Document is not posted within 28 calendar days of
the date of this announcement (or within such longer period as AQA
and DRS, with the consent of the Panel, determine);
(c) a person other than AQA or any person acting in concert with
AQA announces a firm intention to make an offer or to propose a
scheme of arrangement (in accordance with Rule 2.7 of the Code) to
acquire the entire issued and to be issued share capital of DRS,
other than that already owned by the person making such offer or
proposing such scheme (the "Competing Offer"), on or before 11.59
p.m. on the day that is 21 days after AQA posts the Offer Document
to DRS Shareholders, provided that (a) the value of the
consideration under the Competing Offer is at least 10% more than
the value of the consideration under the Offer and (b) AQA has not,
within 10 business days of the date of announcement of the
Competing Offer, announced an Offer where the value of the
consideration under such Offer is equal to or greater than the
value of the consideration under the Competing Offer; or
(d) the Offer, once made, lapses or is withdrawn.
The irrevocable undertaking given by Rights and Issues will
cease to be binding if:
(a) the Offer Document is not posted within 28 calendar days of
the date of this announcement (or within such longer period as AQA
and DRS, with the consent of the Panel, determine);
(b) a person other than AQA or any person acting in concert with
AQA announces a firm intention to make an offer (in accordance with
Rule 2.7 of the Code) to acquire the entire issued and to be issued
share capital of DRS, other than that already owned by the person
making such offer (the "Competing Offer"), on or before 11.59 p.m.
on the day that is 7 days after AQA posts the Offer Document to DRS
Shareholders, provided that (a) the value of the consideration
under the Competing Offer is at least 5% more than the value of the
consideration under the Offer and (b) AQA has not, within 5
business days of the date of announcement of the Competing Offer,
announced an Offer where the value of the consideration under such
Offer is equal to or greater than the value of the consideration
under the Competing Offer; or
(c) the Offer, once made, lapses or is withdrawn.
The irrevocable undertaking given by the DRS Employee Share
Trust will cease to be binding if:
(a) the Offer Document is not posted within 28 calendar days of
the date of this announcement (or within such longer period as AQA
and DRS, with the consent of the Panel, determine);
(b) a person other than AQA or any person acting in concert with
AQA announces a firm intention to make an offer (in accordance with
Rule 2.7 of the Code) to acquire the entire issued and to be issued
share capital of DRS, other than that already owned by the person
making such offer (the "Competing Offer"), on or before 11.59 p.m.
on the day that is 7 days after AQA posts the Offer Document to DRS
Shareholders, provided that (a) the value of the consideration
under the Competing Offer is at least 10% more than the value of
the consideration under the Offer and (b) AQA has not, within 5
business days of the date of announcement of the Competing Offer,
announced an Offer where the value of the consideration under such
Offer is equal to or greater than the value of the consideration
under the Competing Offer; or
(c) the Offer, once made, lapses or is withdrawn.
DRS Directors' irrevocable undertakings
The following DRS Directors have given an irrevocable
undertaking to accept, or procure the acceptance of, the Offer not
later than 7 calendar days after AQA posts the Offer Document to
DRS Shareholders:
Name Number of DRS Percentage of
Shares in respect DRS's issued share
of which the irrevocable capital
undertaking is
given
Gary Brighton 2,000,000 6.12%
Arthur Mark Tebbutt 478,553 1.46%
Total 2,478,553 7.58%
These irrevocable undertakings do not extend to any DRS Share
Scheme Shares.
In relation to Arthur Mark Tebbutt, his irrevocable undertaking
will cease to be binding if:
(a) the board of DRS subsequently withdraws its recommendation of the Offer;
(b) the Offer Document is not posted within 28 calendar days of
the date of this announcement (or within such longer period as AQA
and DRS, with the consent of the Panel, determine); or
(c) the Offer, once made, lapses or is withdrawn.
In relation to Gary Brighton, his irrevocable undertaking will
cease to be binding if
(a) the board of DRS subsequently withdraws its recommendation of the Offer;
(b) the Offer Document is not posted within 28 calendar days of
the date of this announcement (or within such longer period as AQA
and DRS, with the consent of the Panel, determine);
(c) a person other than AQA or any person acting in concert with
AQA announces a firm intention to make an offer or to propose a
scheme of arrangement (in accordance with Rule 2.7 of the Code) to
acquire the entire issued and to be issued share capital of DRS,
other than that already owned by the person making such offer or
proposing such scheme (the "Competing Offer"), on or before 11.59
p.m. on the day that is 21 days after AQA posts the Offer Document
to DRS Shareholders, provided that (a) the value of the
consideration under the Competing Offer is at least 10% more than
the value of the consideration under the Offer and (b) AQA has not,
within 10 business days of the date of announcement of the
Competing Offer, announced an Offer where the value of the
consideration under such Offer is equal to or greater than the
value of the consideration under the Competing Offer; or
(d) the Offer, once made, lapses or is withdrawn.
APPIX 4
Definitions
For the purposes of this announcement the following expressions
have the following meaning unless the context requires
otherwise:
"Accounting Date" 31 December 2015
"Agreements" arrangements, agreements,
commitments, licences, permits,
franchises, partnerships,
joint ventures, authorisations
or other instruments
"AQA" AQA Education, a company incorporated
in England and Wales with
registered number 03644723
"AQA Board" the board of directors of
AQA
"AQA Directors" the directors of AQA
"AQA Group" AQA, its subsidiaries and
subsidiary undertakings and
where the context requires
each of them
"Arden Partners" Arden Partners plc
"Authorisations" authorisations, orders, recognitions,
grants, consents, licences,
confirmations, clearances,
permissions or approvals
"Business Day" a day (other than Saturdays,
Sundays and UK public holidays)
on which banks are open for
business in London
"Closing Price" the middle market price of
a DRS Share at the close of
business on the day to which
such price relates, as derived
from the Daily Official List
of the London Stock Exchange
for that day or from Thomson
One in the case of the average
Closing Price for the relevant
period
"CMA" the Competition and Markets
Authority
"CMA Phase 2 Reference" the CMA making a reference
to its chair for the constitution
of a group under Schedule
4 to the Enterprise and Regulatory
Reform Act 2013
"Code" the City Code on Takeovers
and Mergers as from time to
time interpreted by the Panel
"the Companies Act the Companies Act 2006, as
2006" amended
"Conditions" the conditions to the Offer,
as set out in Appendix 1 to
this announcement and to be
set out in the Offer Document
"Disclosed" information which has been
fairly disclosed:
(a) in the data room established
by or on behalf of DRS for
the purposes of the Proposed
Acquisition prior to the date
of this announcement;
(b) by or on behalf of DRS
to AQA or its financial, accounting,
tax or legal advisers during
the due diligence process;
(c) by DRS in its published
annual report and accounts
for the year ended 31 December
2015; or
(d) in any public announcement
made by, or on behalf of,
DRS to a Regulatory Information
Service prior to the Business
Day before the date of this
announcement
"DRS" DRS Data & Research Services
plc, a company incorporated
in England and Wales with
registered number 00959401
"DRS Board" the board of directors of
DRS
"DRS Directors" the directors of DRS
"DRS Employee Share DRS Data & Research Services
Trust" plc Employee Share Trust (acting
by its trustee Capita Trustees
Limited)
"DRS Group" DRS, its subsidiaries and
subsidiary undertakings
"DRS Share Scheme" the DRS Share Incentive Plan
adopted by DRS on 8 November
2004
"DRS Share Scheme the DRS Shares which are held,
Shares" or which may become held,
for and on behalf of any participant
under the DRS Share Scheme
by the DRS Share Scheme trustee
pursuant to any award granted
under the DRS Share Scheme
"DRS Shareholders" the holders of DRS Shares
"DRS Shares" the existing unconditionally
allotted or issued and fully
paid ordinary shares of 5
pence each in the capital
of DRS (excluding treasury
shares) and any further such
shares which are unconditionally
allotted or issued fully paid,
or credited as fully paid,
before the date on which the
Offer closes (or before such
earlier date as AQA may, subject
to the Code, decide, not being
earlier than (a) the date
on which the Offer becomes,
or is declared, unconditional
as to acceptances or (b) if
later, 18 August 2016)
"FCA" the United Kingdom's Financial
Conduct Authority
"Form of Acceptance" the Form of Acceptance, Authority
and Election for use by DRS
Shareholders in connection
with the Offer
"FSMA" the Financial Services and
Markets Act 2000 (as amended)
"IFRS" international accounting standards
and international financial
reporting standards and interpretations
thereof, approved or published
by the International Accounting
Standards Board and adopted
by the European Union
"Intellectual Property" all patents, trade marks,
trade names, service marks,
copyrights, designs, databases
and any applications therefore,
schematics, technology, know--how,
computer software, programs
or applications (in both source
code and object code form),
and tangible or intangible
proprietary information or
material
"KPMG" KPMG LLP, a limited liability
partnership registered in
England and Wales with registered
number OC301540 and which
has its registered office
at 15 Canada Square, E14 5GL,
United Kingdom
"Legal Proceeding" any action, proceeding, suit,
investigation, enquiry or
reference
"Listing Rules" the listing rules made by
the FCA under Part VI of the
FSMA
"London Stock Exchange" London Stock Exchange plc
"Offer" the recommended offer to be
made by AQA to acquire the
entire issued and to be issued
share capital of DRS on the
terms and subject to the Conditions
set out in this announcement
and to be set out in the Offer
Document and (in respect of
DRS Shares held in certificated
form) in the Form of Acceptance
and, where the context admits,
any subsequent revisions,
variations, extension or renewal
of such offer
"Offer Document" the offer document to be despatched
by or on behalf of AQA to
DRS Shareholders setting out
the terms and conditions of
the Offer
"Offer Period" the offer period (as defined
by the Code) relating to DRS,
which commenced on 19 July
2016
"Offer Price" for each DRS Share held, 20
pence in cash
"Official List" the Official List maintained
by the FCA
"Opening Position has the same meaning as in
Disclosure" Rule 8 of the Code
"Panel" the Panel on Takeovers and
Mergers
"Proposed Acquisition" the proposed acquisition of
DRS by AQA pursuant to the
terms of the Offer
"Regulatory Information as defined in the Listing
Service" Rules
"Relevant Authority" a central bank, any government
or governmental, quasi--governmental,
supra-national, statutory,
administrative, investigative
or regulatory body or association,
institution, agency (including
any trade agency) or authority
(including any anti-trust
or merger control authority)
or court or other body (including
any professional or environmental
body) or person in any jurisdiction
"Restricted Jurisdiction" any jurisdiction where extension
or acceptance of the Offer
would violate the law of that
jurisdiction
"Rights and Issues" Rights and Issues Investment
Trust plc, a company incorporated
in England and Wales with
registered number 00736898
"Substantial Interest" in relation to an undertaking,
a direct or indirect interest
of 20 per cent. or more of
the total voting rights conferred
by the equity share capital
(as defined in section 548
of the Companies Act 2006)
of such undertaking
"Third Party" person, firm, company or body
"treasury shares" treasury shares (as defined
in section 974(6) of the Companies
Act 2006) of DRS
"UK Listing Authority" the FCA in its capacity as
UK Listing Authority
"United Kingdom" the United Kingdom of Great
or "UK" Britain and Northern Ireland
"United States" the United States of America,
or "US" its territories and possessions,
any state of the United States
and the District of Columbia
and all other areas subject
to its jurisdiction
"Wider AQA Group" AQA and its subsidiaries,
subsidiary undertakings, associated
undertakings and any other
undertakings in which AQA
and/or such subsidiaries or
undertakings (aggregating
their interests) have a Substantial
Interest
"Wider DRS Group" DRS and its subsidiaries,
subsidiary undertakings, associated
undertakings and any other
undertakings in which DRS
and/or such subsidiaries or
undertakings (aggregating
their interests) have a Substantial
Interest
For the purposes of this announcement:
(a) the expressions "subsidiary", "subsidiary undertaking",
"associated undertaking" and "undertaking" have the meanings given
by the Companies Act 2006;
(b) all references to "pounds", "pounds sterling", "Sterling",
"GBP", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom;
(c) all times referred to in this announcement are London times unless otherwise stated;
(d) references to the masculine, feminine or neuter gender
respectively include the other genders and references to the
singular include the plural and vice versa;
(e) references to Appendices are to Appendices to this
announcement, and references to paragraphs are to paragraphs in the
Appendix in which such references appear; and
(f) any phrase introduced by the term "include", "including",
"in particular" or any similar expression will be construed as
illustrative and will not limit the sense of the words preceding
that term.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFBVLBLQDFLBBQ
(END) Dow Jones Newswires
July 28, 2016 02:03 ET (06:03 GMT)
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