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RNS Number : 3172K
McKay Securities Plc
04 May 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
4 May 2022
RECOMMED OFFER
for
MCKAY SECURITIES PLC
by
WORKSPACE GROUP PLC
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 2 March 2022, the boards of directors of McKay Securities Plc
("McKay" or the "Company") and Workspace Group PLC ("Workspace")
announced that they had reached agreement on the terms and
conditions of a recommended cash and share offer to be made by
Workspace for the entire issued, and to be issued, ordinary share
capital of McKay (the "Acquisition"), to be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
The circular in relation to the Scheme was published and posted
to McKay Shareholders on 29 March 2022 (the "Scheme Document"). On
27 April 2022, McKay announced that the Scheme was approved by the
requisite majority of Scheme Shareholders at the Court Meeting held
on that date and the Special Resolution relating to the
implementation of the Scheme was approved by the requisite majority
of McKay Shareholders at the General Meeting also held on that
date.
McKay and Workspace are pleased to announce that the High Court
of Justice in England and Wales has today sanctioned the Scheme
pursuant to which the Acquisition is being implemented .
It is anticipated that the Effective Date will be 6 May 2022,
which is when a copy of the Court Order is expected to be delivered
to the Registrar of Companies. There has been no change to the
expected timetable of principal events for the Acquisition set out
in the announcement made by McKay in relation to the Acquisition on
27 April 2022.
Applications have been made for the suspension of: (i) trading
in McKay Shares on the London Stock Exchange's main market for
listed securities; and (ii) the listing of McKay Shares on the
premium listing segment of the Official List of the Financial
Conduct Authority, and such suspensions are expected to take effect
by 7:30 a.m. on 6 May 2022. The last day of dealings in, and for
the registration and transfer of, McKay Shares is therefore
expected to be 5 May 2022. The de-listing of McKay Shares from the
premium listing segment of the Official List of the Financial
Conduct Authority and the cancellation of the admission to trading
of McKay Shares on the London Stock Exchange's main market for
listed securities have also been applied for and, subject to the
Scheme becoming Effective, are expected to take effect by 7:30 a.m.
on 9 May 2022.
A further announcement will be made when the Scheme has become
Effective.
Full details of the Acquisition are set out in the Scheme
Document published on 29 March 2022. By way of update to Part VI
(United Kingdom Taxation) of the Scheme Document, which referenced
an application made by McKay to HMRC pursuant to section 138 of the
Taxation of Chargeable Gains Act 1992 (the "Act") for clearance
confirming that section 137 of the Act would not apply to prevent
the tax treatment described in Part VI of the Scheme Document,
McKay confirms that it received the requested clearance on 20 April
2022.
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document. All references to times in this
Announcement are to London, United Kingdom times unless otherwise
stated.
Enquiries:
McKay
Simon Perkins, Chief Executive Officer +44 118 950
Giles Salmon, Chief Financial Officer 2333
Rothschild & Co (Sole Financial Adviser to
McKay)
Alex Midgen
Sam Green +44 20 7280
Jake Shackleford 5000
Stifel Nicolaus Europe Limited (Corporate
Broker to McKay)
Mark Young
Stewart Wallace +44 20 7710
Jack McAlpine 7600
FTI Consulting (PR Adviser to McKay)
Dido Laurimore +44 7801 654
Ellie Sweeney 424
Slaughter and May is acting as legal adviser to McKay in
connection with the Acquisition.
Important notice
This Announcement is for information purposes only and is not
intended to and does not and is not intended to constitute or form
part of any offer or invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in relation to the Acquisition
or the Scheme or otherwise, in any jurisdiction in which such
offer, invitation or solicitation is unlawful.
The Acquisition will be implemented solely pursuant to the terms
of the Scheme Document which contains the full terms and conditions
of the Acquisition. Any decision by McKay Shareholders in respect
of, or other response to, the Acquisition should be made only on
the basis of the information contained in the Scheme Document.
This Announcement does not constitute a prospectus or
prospectus-equivalent document.
Disclaimers
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the FCA in the United Kingdom,
is acting as financial adviser exclusively for McKay and no one
else in connection with the matters described in this Announcement
and will not be responsible to anyone other than McKay for
providing the protections afforded to clients of Rothschild &
Co nor for providing advice in connection with any matter referred
to herein. Neither Rothschild & Co nor any of its affiliates
(nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of
Rothschild & Co in connection with this Announcement, any
statement contained herein, the Acquisition or otherwise. No
representation or warranty, express or implied, is made by
Rothschild & Co as to the contents of this Announcement.
Stifel, which is authorised and regulated by the FCA in the
United Kingdom, is acting as corporate broker exclusively for McKay
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 such matters and will not be responsible to anyone
other than McKay for providing the protections afforded to clients
of Stifel, nor for providing advice in relation to any matter
referred to in this Announcement.
No person has been authorised to give any information or make
any representations other than those contained in this Announcement
and, if given or made, such information or representations must not
be relied upon as having been authorised by McKay, the McKay
Directors, Rothschild & Co, Stifel or any other person involved
in the Acquisition. Neither the publication of this Announcement
nor filing the Court Order shall, under any circumstances, create
any implication that there has been no change in the affairs of the
McKay Group since the date of this Announcement or that the
information in, or incorporated into, this Announcement is correct
as at any time subsequent to its date.
Overseas Shareholders
This Announcement has been prepared for the purposes of
complying with English law, the Takeover Code, the Market Abuse
Regulation, the Disclosure Guidance and Transparency Rules and the
Listing Rules and the information disclosed may not be the same as
that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside
England and Wales.
The availability of the Acquisition to McKay Shareholders who
are not resident in and citizens of the UK may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by Workspace or required by the
Takeover Code, and permitted by applicable law and regulation, the
Acquisition will 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. Copies of this Announcement and any
formal documentation relating to the Acquisition 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
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send it in or into or from any Restricted
Jurisdiction.
The Acquisition shall be subject to, among other things, the
applicable requirements of the Takeover Code, the Panel, the London
Stock Exchange and the FCA.
Additional Information for US investors
The Acquisition relates to shares in an English company and is
proposed to be made by means of a scheme of arrangement under
English company law. US McKay Shareholders should note that the
Scheme relates to the shares of an English company and will be
governed by English law. Neither the US proxy solicitation rules
nor the tender offer rules under the US Exchange Act will apply to
the Acquisition and the Scheme. Moreover, the Acquisition and the
Scheme are subject to the disclosure requirements and practices
applicable in England to schemes of arrangement, which differ from
the disclosure requirements of the US proxy solicitation rules and
tender offer rules.
Any financial information included in documentation relating to
the Acquisition has been prepared in accordance with accounting
standards applicable in the UK and may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the US.
Neither the SEC nor any securities commission of any state of
the US nor any other US regulatory authority has approved the
Acquisition, passed upon the fairness of the Acquisition or passed
upon the adequacy or accuracy of this Announcement. Any
representation to the contrary is a criminal offence in the US.
In accordance with the Takeover Code and normal UK practice, and
pursuant to Rule 14e-5(b) of the US Exchange Act (were the
Acquisition to be implemented by way of a Takeover Offer), (a)
Workspace or its nominees, or its brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to
purchase, shares or other securities of McKay outside of the US,
other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise
withdrawn; and (b) Stifel and its affiliates will continue to act
as exempt principal traders in McKay securities on the London Stock
Exchange. If purchases or arrangements to purchase were to be made
as contemplated by clause (a) of this paragraph, they would occur
either in the open market at prevailing prices or in private
transactions at negotiated prices, and any information about such
purchases or arrangements to purchase would be disclosed as
required in the UK, would be reported to a Regulatory Information
Service and would be available on the London Stock Exchange website
at www.londonstockexchange.com . Purchases contemplated by clause
(b) of this paragraph that are required to be made public in the
United Kingdom pursuant to the Takeover Code would be reported to a
Regulatory Information Service and would be available on the London
Stock Exchange website at www.londonstockexchange.com . Information
would also be publicly disclosed in the United States to the extent
that such information is made public in the United Kingdom.
The receipt of cash and shares by a US McKay Shareholder as
consideration for the transfer of its McKay Shares pursuant to the
Acquisition will likely be a taxable transaction for United States
federal income tax purposes and may also be a taxable transaction
under applicable state and local tax laws, as well as foreign and
other tax laws. Each US McKay Shareholder is urged to consult their
independent professional tax adviser immediately regarding the tax
consequences of the Acquisition applicable to them, including under
applicable United States state and local, as well as overseas and
other, tax laws.
McKay and Workspace are each organised under the laws of
England. Some or all of the officers and directors of McKay and
Workspace are residents of countries other than the United States.
It may not be possible to sue McKay or Workspace or their
respective directors or officers in a non-US court for violations
of US securities laws. It may be difficult to compel McKay,
Workspace and/or their respective affiliates, directors and
officers to subject themselves to the jurisdiction and judgment of
a US court.
Information on New Workspace Shares
The New Workspace Shares have not been and will not be
registered under the US Securities Act, or under the securities
laws of any state or other jurisdiction of the United States, and
may not be offered or sold except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the US Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United
States. It is expected that the New Workspace Shares will be issued
in reliance upon the exemption from the registration requirements
of the US Securities Act of 1933 (as amended) provided by Section
3(a)(10) thereof. For the purpose of qualifying for the exemption
provided by Section 3(a)(10) of the US Securities Act, Workspace
will advise the Court that its sanctioning of the Scheme will be
relied on by Workspace for purposes of a Section 3(a)(10) exemption
following a hearing on the fairness of the Scheme to McKay
Shareholders.
The New Workspace Shares to be issued pursuant to the Scheme
have not been and will not be registered under the relevant
securities laws of Japan. The relevant clearances in relation to
the New Workspace Shares have not been, and will not be, obtained
from the securities commission of any province of Canada. No
prospectus in relation to the New Workspace Shares has been, or
will be, lodged with, or registered by, the Australian Securities
and Investments Commission. Accordingly, the New Workspace Shares
are not being, and may not be, offered, sold, resold, delivered or
distributed, directly or indirectly in or into a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of relevant laws of, or require registration thereof
in, such jurisdiction (except pursuant to an exemption, if
available, from any applicable registration requirements or
otherwise in compliance with all applicable laws).
Applications will be made by Workspace to the FCA for the New
Workspace Shares to be admitted to the Official List with a premium
listing and to the London Stock Exchange for the New Workspace
Shares to be admitted to trading on the London Stock Exchange's
Main Market for listed securities. On the basis of the Expected
Timetable of Principal Events (as set out in the Scheme Document),
it is expected that Admission will become effective and
unconditional dealing in the New Workspace Shares on the London
Stock Exchange's Main Market for listed securities will commence
from 8.00 a.m. on 9 May 2022.
Forward-looking statements
This Announcement, oral statements made regarding the
Acquisition, and other information published by Workspace and McKay
contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Workspace and McKay 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. The forward-looking statements
contained in this Announcement may include statements relating to
the expected effects of the Acquisition on Workspace and McKay, the
expected timing of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as
"plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
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. Although
Workspace and McKay believe that the expectations reflected in such
forward-looking statements are reasonable, Workspace and McKay can
give no assurance that such expectations will prove to be correct.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors which could cause actual results and developments to differ
materially from those expressed or implied by such forward looking
statements, including, among others the enactment of legislation or
regulation that may impose costs or restrict activities; the
re-negotiation of contracts or licences; fluctuations in demand and
pricing in the commercial property industry; changes in government
policy and taxations; changes in political conditions, economies
and markets in which Workspace and McKay operate; changes in the
markets from which Workspace and McKay raise finance; the impact of
legal or other proceedings; changes in accounting practices and
interpretation of accounting standards under IFRS; changes in
interest and exchange rates; industrial disputes; war and
terrorism. These forward-looking statements speak only as at the
date of this Announcement.
Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking
statements. Such forward-looking statements should therefore be
construed in the light of such factors. Neither Workspace nor
McKay, nor any of their respective associates or directors,
officers 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. You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the Listing Rules
and the Disclosure Guidance and Transparency Rules of the FCA),
neither Workspace nor McKay is under any obligation, and Workspace
and McKay expressly disclaim any intention or obligation, to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk ,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
This Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code, shall be made available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on
McKay and Workspace's websites at www.mckaysecurities.plc.uk and www.workspace.co.uk/investors/investor-centre/recommended-offer-for-mckay-securities-plc respectively. For the avoidance of doubt, the content of these websites is not incorporated into and do not form part of this Announcement.
Right to request hard copies
In accordance with Rule 30.3 of the Takeover Code, McKay
Shareholders, persons with information rights and participants in
the McKay Share Plans may request a hard copy of this Announcement,
the Scheme Document or information incorporated into the Scheme
Document by reference to another source, free of charge, by
contacting McKay's Registrars, Equiniti, either in writing to
Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99
6DA, United Kingdom, or by calling +44 (0)371 384 2050, stating
their name and the address to which the hard copy should be sent.
Please use the country code when calling from outside the UK. Calls
outside the UK will be charged at the applicable international
rate. Lines are open between 8.30 am and 5.30 pm Monday to Friday
excluding public holidays in England and Wales. Different charges
may apply to calls from mobile telephones. Please note that calls
may be monitored or recorded and Equiniti cannot provide advice on
the merits of the Acquisition or the Scheme or give any financial,
legal or tax advice.
For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested. Such persons may
also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be sent in hard copy form, again by contacting the
Shareholder Helpline using the foregoing details.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by McKay Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from McKay may be provided to Workspace, members of
the Workspace Group and/or their respective advisers during the
Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
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END
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