TIDMDRS
RNS Number : 6044H
AQA EDUCATION
19 August 2016
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
AQA Education
19 August 2016
RECOMMED CASH OFFER
for
DRS Data & Research Services plc
by
AQA Education
Level of acceptances and extension of the Offer
On 28 July 2016, the boards of AQA Education ("AQA") and DRS
Data & Research Services plc ("DRS") announced that they had
reached agreement on the terms of a recommended cash offer pursuant
to which AQA would acquire the entire issued and to be issued share
capital of DRS (the "Offer"). An offer document containing the full
terms and conditions of the Offer, and the procedures for its
acceptance, (the "Offer Document") was published and sent to DRS
Shareholders on 28 July 2016.
Level of acceptances
As at 1.00 p.m. (London time) on 18 August 2016, being the first
closing date of the Offer, AQA had received valid acceptances of
the Offer in respect of 28,915,959 DRS Shares, representing
approximately 88.45 per cent. of the issued share capital of
DRS.
This total includes acceptances received in respect of
15,828,779 DRS Shares, representing approximately 48.42 per cent.
of the issued share capital of DRS, which were subject to
irrevocable undertakings procured by AQA, and which are set out
below:
Name Number of Percentage
DRS Shares of DRS's
in respect issued share
of which the capital
irrevocable
undertaking
was given
Gary Brighton 2,000,000 6.12%
Arthur Mark Tebbutt 478,553 1.46%
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 15,828,779 48.42%
None of the acceptances of the Offer received have been from
persons acting in concert with AQA.
AQA has no outstanding irrevocable undertakings.
Accordingly, as at 1.00 p.m. (London time) on 18 August 2016,
being the first closing date of the Offer, AQA had received valid
acceptances of the Offer in respect of 28,915,959 DRS Shares,
representing approximately 88.45 per cent. of the issued share
capital of DRS, which AQA may count towards the satisfaction of the
Acceptance Condition of the Offer.
The percentage holdings of DRS Shares referred to in this
announcement are based on there being a total of 32,691,600 DRS
Shares in issue on 18 August 2016.
Extension of the Offer
The Offer, which remains subject to the terms and conditions set
out in the Offer Document, has been extended and will remain open
for acceptances until 1.00 p.m. (London time) on 22 August
2016.
Actions to be taken
DRS Shareholders who have not yet accepted the Offer are urged
to do so as soon as possible.
To accept the Offer in respect of DRS Shares held in
certificated form (that is, not in CREST), DRS Shareholders should
complete the Form of Acceptance in accordance with the instructions
printed on it and set out in paragraph 15(a) of Part II of the
Offer Document, and return it (together with any appropriate share
certificate(s) and/or any other document(s) of title), as soon as
possible, and in any event, so as to be received by the Receiving
Agent, Equiniti, by no later than 1.00 p.m. (London time) on 22
August 2016.
To accept the Offer in respect of DRS Shares held in
uncertificated form (that is, in CREST), DRS Shareholders should
ensure that an Electronic Acceptance is made in accordance with the
instructions set out in paragraph 15(b) of Part II of the Offer
Document, so that the TTE Instruction settles as soon as possible,
and in any event, by no later than 1.00 p.m. (London time) on 22
August 2016. DRS Shareholders who are CREST sponsored members
should refer to their CREST sponsor as only their CREST sponsor
will be able to send the necessary TTE Instruction(s) to
Euroclear.
Capitalised terms used but not defined in this announcement have
the meanings set out in the Offer Document.
Enquiries
AQA
Andrew Hall, Chief Executive
Officer
Mark Moulding, Head of +44 (0) 1483
PR and Media Relations 556 288
KPMG LLP (financial adviser
to AQA)
Helen Roxburgh +44 (0) 113 231
Stephen Leah 3000
DRS
Steve Gowers, Chief Executive +44 (0) 1908
Officer 666 088
Arden Partners (financial
adviser to DRS)
+44 (0) 207 614
Steve Douglas 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.
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 contains 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.
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 are 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.
Publication on website
A copy of this announcement 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPKVLFFQVFLBBV
(END) Dow Jones Newswires
August 19, 2016 02:00 ET (06:00 GMT)
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