HSTG Hastings Group Holdings Plc

TIDMHSTG

RNS Number : 3096F

Hastings Group Holdings plc

13 November 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

13 November 2020

RECOMMED CASH ACQUISITION

OF

HASTINGS GROUP HOLDINGS PLC

BY

DORSET BIDCO LIMITED

(a newly incorporated company jointly owned by a consortium comprising

Sampo plc and

Rand Merchant Investment Holdings Limited)

to be effected by means of a Scheme of Arrangement under

Part 26 of the Companies Act 2006

COURT SANCTION OF SCHEME OF ARRANGEMENT

On 5 August 2020, the independent directors of Hastings Group Holdings plc (Hastings) and the directors of Dorset Bidco Limited (Bidco), a newly incorporated company jointly owned by a consortium comprising Sampo plc (Sampo) and Rand Merchant Investment Holdings Limited (RMI), announced that they had reached agreement on the terms of a recommended cash offer pursuant to which Bidco will acquire the issued and to be issued share capital of Hastings not already owned or controlled by Sampo and RMI (the Offer) to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the Scheme). Full details of the Offer are set out in the scheme document published on 28 August 2020 (the Scheme Document).

Further to the announcement made on 22 September 2020 in relation to the results of the Court Meeting and General Meeting, and the announcement made on 27 October 2020 in relation to the satisfaction of regulatory and antitrust conditions, Hastings is pleased to announce that the Court has today issued the Court Order sanctioning the Scheme.

The Scheme will become effective upon the Court Order being delivered to the Registrar of Companies for England and Wales which is expected to occur on 16 November 2020.

Listing of Hastings shares on the premium segment of the Official List and dealings in Hastings Shares on the London Stock Exchange are each expected to be suspended with effect from 7:30am (London time) on 16 November 2020. Therefore, today, 13 November 2020, will be the last day for dealings in, and for the registration of transfers of, and disablement in CREST of, the Hastings Shares.

It is expected that, subject to the Scheme becoming Effective, the listing of Hastings shares on the premium segment of the Official List will be cancelled and Hastings shares will cease to be admitted to trading on the main market for listed securities of the London Stock Exchange with effect from 8.00 a.m. (London time) on 17 November 2020.

A further announcement will be made when the Scheme becomes Effective.

Capitalised terms in this announcement (the Announcement), unless otherwise defined, have the same meanings as set out in the Scheme Document dated 28 August 2020.

 
 Hastings enquiries: 
 
 Hastings                                              +44 (0) 14 2473 8366 
 Toby van der Meer (Chief Executive Officer) 
  John Worth (Chief Financial Officer) 
  Tony Leppard (Group Company Secretary) 
  John Armstrong (Head of Investor Relations) 
 
 Hastings advisers, in alphabetical order: 
 
 Barclays Bank PLC, acting through its 
  Investment Bank (Joint Financial Adviser 
  and Joint Corporate Broker) 
  Mike Lamb 
  Omar Faruqui 
  Neal West 
  Milan Solanki                                        +44 (0) 20 7623 2323 
 Fenchurch Advisory Partners LLP (Joint 
  Financial 
  Adviser) 
  Kunal Gandhi 
  William Nourse 
  Duncan Buck 
  Brendan Perkins                                      +44 (0) 20 7382 2222 
 Numis Securities Limited (Joint Financial 
  Adviser and 
  Joint Corporate Broker)                             +44 ( 0) 20 7260 1000 
 Charles Farquhar 
  Stuart Ord 
  Stephen Westgate 
  Akshman Ori 
 
 Consortium enquiries: 
 
 RMI 
  Herman Bosman 
  Jan Hofmeyr                                               +27 12 684 8084 
 Sampo 
  Ricard Wennerklint (Chief of Strategy) 
  Jarmo Salonen (Head of IR and Group                        +46 8 792 8022 
  Communications)                                          +358 10 516 0030 
 
 Consortium advisers: 
 
 J.P. Morgan Cazenove (Financial Adviser 
  to the Consortium)                                   +44 (0) 20 7742 4000 
 Andreas Lindh 
  Dwayne Lysaght 
  Sanchit Suri 
  Christian Kornhoff 
  Jonty Edwards 
 
 

Allen & Overy LLP is acting as legal adviser to Bidco in connection with the Offer. Freshfields Bruckhaus Deringer LLP is acting as legal adviser to Hastings in connection with the Offer.

Important notices relating to financial advisers

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove), is authorised in the UK by the Prudential Regulation Authority and regulated in the UK by the Prudential Regulation Authority and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Bidco, Sampo plc, RMI and Main Street 1353 Proprietary Limited and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Bidco, Sampo plc, RMI and Main Street 1353 Proprietary Limited for providing the protections afforded to clients of J.P. Morgan Cazenove, or for providing advice in relation to any matter referred to herein.

Barclays Bank PLC, acting through its Investment Bank (Barclays), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Hastings and no--one else in connection with the Offer and will not be responsible to anyone other than Hastings for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this Announcement.

Fenchurch Advisory Partners LLP (Fenchurch Advisory Partners), which is authorised and regulated by the Financial Conduct Authority, is acting exclusively for Hastings and no-one else in connection with the Offer and will not be responsible to anyone other than Hastings for providing the protections afforded to clients of Fenchurch Advisory Partners nor for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this Announcement.

Numis Securities Limited (Numis), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Hastings and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Hastings for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to herein.

In accordance with the Code, normal UK market practice and Rule 14e-5(b) of the U.S. Exchange Act, each of Barclays, Natixis SA and their affiliates will continue to act as exempt principal trader in Hastings securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the UK pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com . This information will also be publicly disclosed in the United States to the extent that such information is made public in the UK.

Further Information

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to or the solicitation of an offer to purchase, otherwise acquire or subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Hastings in any jurisdiction in contravention of applicable law.

This Announcement does not constitute a prospectus, a prospectus equivalent or an exempted document.

This Announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange, the Listing Rules 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 and regulations of jurisdictions outside England.

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions other than the UK or the U.S. may be restricted by law and therefore any persons who are not resident in the UK or the U.S. or who are subject to the laws of any jurisdiction other than the UK or the U.S. (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Offer shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction.

The Offer will be subject to the applicable requirements of English law, the Code, the Panel, the London Stock Exchange, the FCA, the applicable requirements of Gibraltar law and the GFSC.

Copies of this Announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

If the Offer is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) 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 from within any Restricted Jurisdiction.

The availability of the Offer to Scheme Shareholders who are not resident in the UK or the U.S. may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK or the U.S. should inform themselves of, and observe, any applicable requirements.

Notice to U.S. investors in Hastings

The Offer relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for under English company law. The Offer, implemented by way of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act, as amended. Accordingly, the Offer is subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company in the UK listed on the London Stock Exchange, which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. Unless otherwise stated, the financial information with respect to Hastings included in this Announcement and the Scheme Document has been prepared in accordance with generally accepted accounting principles in the UK and includes both IFRS and non-IFRS financial measures, and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S. If, in the future, Bidco exercises its right to implement the Offer by way of a Takeover Offer and determines to extend the Takeover Offer into the U.S., such Takeover Offer will be made in compliance with applicable U.S. laws and regulations, including applicable U.S. tender offer regulations.

The receipt of cash pursuant to the Scheme by U.S. shareholders as consideration for the transfer of their Hastings Shares pursuant to the Scheme may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each Hastings Shareholder (including each U.S. shareholder) is urged to consult his independent professional adviser immediately regarding the tax consequences of the Offer applicable to him. Neither the SEC nor any U.S. state securities commission has approved or disproved or passed judgment upon the fairness or the merits of the Offer or determined if this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the U.S.

Some or all of Hastings' officers and directors reside outside the U.S., and some or all of its assets are or may be located in jurisdictions outside the U.S. Therefore, investors may have difficulty effecting service of process within the U.S. upon those persons or recovering against Hastings or its officers or directors on judgments of U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment. It may not be possible to sue Hastings or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Hastings Shares outside the US, other than pursuant to the Offer, until the date on which the Scheme becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at https://www.londonstockexchange.com/ .

Publication on website and availability of hard copies

A copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) for inspection free of charge on Hastings' website at https://www.hastingsplc.com by no later than 12 noon London time on the Business Day following the Announcement.

Neither the contents of that website nor the content of any other website accessible from hyperlinks on that website is incorporated into, or forms part of, this Announcement.

Hastings Shareholders may request a hard copy of this Announcement by contacting Equiniti Limited between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding English and Welsh public holidays) on 0371 384 2050 (from within the UK) or +44 (0)121 415 0259 (from outside the UK) or by submitting a request in writing to Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made.

Forward-looking statements

This Announcement contains certain forward-looking statements with respect to the Consortium, Bidco and Hastings. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as, without limitation, "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "hope", "continue", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects, (ii) business and management strategies and the expansion and growth of the operations of Bidco or Hastings, and (iii) the effects of government regulation on the business of Bidco or Hastings. There are many factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of the Consortium, Bidco or Hastings. By their nature, these forward-looking statements involve known and unknown risks, uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this Announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. None of the Consortium, Bidco, Hastings, nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements attributable to in this Announcement will actually occur. No forward-looking or other statements have been reviewed by the auditors of the Consortium, Bidco or Hastings.

None of the Consortium, Bidco, Hastings or their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them undertakes any intention or obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. All subsequent oral or written forward-looking statements attributable to the Consortium, Bidco or Hastings or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

No member of the Consortium, the Bidco Group nor the Hastings Group, nor any of their respective associates, directors, officers, employees or advisers, 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.

Disclosure requirements of the Code

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 (as defined in the Code) 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 (as defined in the Code) 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, 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 (as defined in the Code) 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 Panel's website at https://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

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(END) Dow Jones Newswires

November 13, 2020 08:33 ET (13:33 GMT)