TIDMARW TIDMTTM
RNS Number : 3986O
Citigroup Global Markets Limited
07 October 2021
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 OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
7 October 2021
RECOMMED CASH ACQUISITION
of
ARROW GLOBAL GROUP PLC
by
sHERWOOD Acquisitions LIMITED
(a newly formed company owned by investment funds managed by TDR
Capital LLP)
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
UPDATE ON DEBT FINANCING ARRANGEMENTS
On 31 March 2021, the boards of directors of Sherwood
Acquisitions Limited ("Bidco") and Arrow Global Group plc ("Arrow")
announced that they had reached agreement on the terms and
conditions of a recommended cash acquisition by Bidco of the entire
issued and to be issued share capital of Arrow (the "Acquisition")
to be effected by means of a court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"). Capitalised
terms in this announcement, unless otherwise defined, have the same
meanings given to them in the scheme circular published on 28 April
2021 (the "Scheme Document").
Bidco announces that on 6 October 2021 it entered into certain
financing agreements (the "Financing Documents") pursuant to which
the lenders named therein have agreed to make available the
following facilities to certain subsidiaries of Sherwood Parentco
Limited, a holding company of Bidco: (i) senior secured bridge
facilities (the "Senior Secured Bridge Facilities") consisting of
the following: (a) a Facility A (EUR) in an aggregate amount of
EUR725,000,000; (b) a Facility B (EUR) in an aggregate amount of
EUR250,000,000; and (c) a Facility C (GBP) in an aggregate amount
of GBP400,000,000; (ii) a revolving credit facility in an aggregate
amount of GBP285,000,000 (the "Revolving Facility").
The proceeds of loans drawn under the Revolving Facility can be
used for the purposes of, amongst other things, financing any
amount payable under or in connection with the Acquisition,
refinancing the existing indebtedness of Arrow and general
corporate purposes/working capital requirements. The proceeds of
loans drawn under the Senior Secured Bridge Facilities can be used
for the proposes of, amongst other things, refinancing the existing
indebtedness of Arrow.
Copies of the Financing Documents will be made available on
Arrow's website at
https://www.arrowglobal.net/en/investors/Offer_for_the_Company/.html
and on Bidco's website at
https://www.tdrcapital.com/arrowglobal-offer (as relevant) by no
later than 12 noon (London time) on the business day following this
Announcement.
Enquiries:
Citigroup Global Markets Limited
(Lead Financial Adviser and
Corporate Broker to Bidco)
Jan Skarbek
Robert Redshaw (Corporate Broking)
Morten Eikebu +44 (0) 20 7986 4000
Ashcombe Advisers LLP (Financial
Adviser to Bidco)
Andreas Wesemann +44 (0) 20 7529 5800
Barclays Bank PLC (acting through
its Investment Bank) (Financial
Adviser to Bidco)
Andrew Richards
Derek Shakespeare
Darren McKay +44 (0) 20 7623 2323
Important notices
Citigroup Global Markets Limited ("Citi"), which is authorised
by the Prudential Regulation Authority ("PRA") and regulated in the
UK by the Financial Conduct Authority ("FCA") and the PRA, is
acting as financial adviser for Bidco and for no one else in
connection with the Acquisition and will not be responsible to
anyone other than Bidco for providing the protections afforded to
clients of Citi nor for providing advice in connection with the
Acquisition, or any other matters referred to in this annou
ncement. Neither Citi nor any of its affiliates, directors or
employees owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, consequential, whether in
contract, in tort, in delict, under statute or otherwise) to any
person who is not a client of Citi in connection with this
announcement, any statement contained herein, the Acquisition or
otherwise.
Ashcombe Advisers LLP ("Ashcombe"), which is regulated in the UK
by the FCA, is acting as financial adviser exclusively for Bidco
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 for providing the
protections afforded to clients of Ashcombe nor 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 PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively for
Bidco and no one else in connection with the matters described in
this Announcement and will not be responsible to anyone other than
Bidco for providing the protections afforded to clients of Barclays
nor for providing advice in relation to the subject matter of this
announcement or any other matter referred to in this Announcement.
In accordance with the Code, normal United Kingdom market practice
and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates
will continue to act as exempt principal trader in Arrow securities
on the London Stock Exchange. These purchases and activities by
exempt principal traders which are required to be made public in
the United Kingdom pursuant to the Code will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com. This
information will also be publicly disclosed in the United States to
the extent that such information is made public in the United
Kingdom.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise nor shall
there be any sale, issuance or transfer of securities of Arrow in
any jurisdiction in contravention of applicable law. The
Acquisition will be made solely pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document), which contains the full terms
and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any decision in respect of the
Scheme (or, if applicable, the Takeover Offer), or other response
in relation to, the Acquisition should be made only on the basis of
the information contained in the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the offer
document). Each Arrow Shareholder is strongly advised to consult
his independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Dealing and Opening Position Disclosure Requirements of the City
Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an Offeree
company or of any securities exchange Offeror (being any Offeror
other than an Offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the Announcement in which any
securities exchange Offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the Offeree company and (ii) any
securities exchange Offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code applies must be made by no
later than 3.30 pm (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no
later than 3.30 pm (London time) on the 10th business day following
the Announcement in which any securities exchange Offeror is first
identified. Relevant persons who deal in the relevant securities of
the Offeree company or of a securities exchange Offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
Offeree company or of any securities exchange Offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the Offeree company or of any securities exchange Offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the Offeree
company and (ii) any securities exchange Offeror(s), save to the
extent that these details have previously been disclosed under Rule
8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm 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 of the Code.
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 of
the Code).
Details of the Offeree and Offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any Offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
This Announcement will be made available, subject to any
applicable restrictions relating to persons resident in Restricted
Jurisdictions, on Arrow's website at
https://www.arrowglobal.net/en/investors/Offer_for_the_Company/.html
and on Bidco's website at
https://www.tdrcapital.com/arrowglobal-offer by no later than 12:00
p.m. on the Business Day following date of publication of this
Announcement. For the avoidance of doubt, save as expressly
referred to in this Announcement, the contents of those websites
are not incorporated into and do not form part of this
Announcement.
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END
OUPMZMGGFNDGMZM
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