TIDMCMS
RNS Number : 9846J
Communisis PLC
10 December 2018
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
10 December 2018
Recommended Cash Acquisition
of
Communisis PLC
by
OSG Bidco Limited
a wholly-owned indirect subsidiary of
OSG Group Holdings, Inc. ("OSG")
Scheme of Arrangement becomes Effective
On 23 October 2018, the boards of Communisis PLC ("Communisis")
and OSG Bidco Limited ("Bidco"), a wholly-owned indirect subsidiary
of OSG, announced that they had reached agreement on the terms of a
recommended cash acquisition by which the entire issued and to be
issued ordinary share capital of Communisis PLC will be acquired by
OSG Bidco Limited (the "Acquisition"). The Acquisition is to be
effected by means of a Court approved scheme of arrangement under
Part 26 of the Companies Act 2006 (the "Scheme").
On 4 December 2018, Communisis and Bidco announced that the
Court had sanctioned the Scheme.
Communisis and Bidco are pleased to announce that the Scheme has
now become effective.
Under the terms of the Scheme, the holders of Scheme Shares are
entitled to receive 71 pence for each Scheme Share held at the
Scheme Record Time. The latest date for the despatch of cheques to
Scheme Shareholders and settlement through CREST is as soon as
practicable after the Effective Date, and in any event within 14
days of the Effective Date.
Dealings in Communisis Shares were suspended with effect from
6.00 p.m. (London time) on 6 December 2018. Applications have been
made to the UK Listing Authority and the London Stock Exchange in
relation to the delisting of Communisis Shares from the Official
List of the UK Listing Authority and the cancellation of the
admission to trading of Communisis Shares on the Main Market for
listed securities of the London Stock Exchange, which are expected
to take effect from 8.00am on 11 December 2018.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the scheme document published on 31
October 2018 containing the full terms and conditions of the
acquisition by Bidco of the entire issued and to be issued share
capital of CMS (the "Scheme Document").
Enquiries:
Bidco / OSG (via Brunswick Group)
Scott Bernstein, Chairman and Chief Executive
Officer
Kent Herring, Chief Financial Officer
Raymond James (Financial Adviser to Bidco
and OSG)
Dominic Emery +44 (0) 20 3798 5700
Brendan Ryan +1 617 624 7019
Media Enquiries: Brunswick Group
(Financial PR Adviser to Bidco/OSG)
Alex Yankus +1 212 333 3810
Communisis (via FTI Consulting)
Andrew Blundell, CEO
Steve Rawlins, CFO
Moelis & Company (Financial Adviser to
Communisis) +44 (0) 207 634 3500
Geoffrey Austin
Anthony Doeh
Liberum Capital (Corporate Broker to Communisis) +44 (0) 20 3100 2000
Neil Patel
Cameron Duncan
Media Enquiries: FTI Consulting (Financial
PR +44 (0) 203 727 1000
Adviser to Communisis)
Alex Le May
Matt Dixon
Raymond James, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial adviser to Bidco and OSG and no one else
in connection with the Acquisition and shall not be responsible to
anyone other than Bidco and OSG for providing the protections
afforded to clients of Raymond James nor for providing advice in
connection with the Acquisition or any matter referred to in this
Announcement.
Moelis & Company, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively for Communisis and for no one else in connection with
the Acquisition and shall not be responsible to anyone other than
Communisis for providing the protections afforded to clients of
Moelis & Company nor for providing advice in connection with
the Acquisition or any matter referred to in this Announcement.
Liberum which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting as corporate broker
to Communisis and no-one else in connection with the subject matter
of this Announcement and will not be responsible to anyone other
than Communisis for providing the protections afforded to its
clients or for providing broking advice in connection with the
subject matter of this Announcement
Eversheds Sutherland (International) LLP are retained as legal
adviser to Communisis.
Willkie Farr & Gallagher (UK) LLP are retained as legal
adviser to OSG and Bidco.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Important Notes
This Announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Acquisition or otherwise. The Acquisition shall be
made solely by means of the Scheme Document or any document by
which the Acquisition is made which shall contain the full terms
and Conditions of the Acquisition, including details of how to vote
in respect of the Acquisition.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law. Persons who are not resident in the United Kingdom or who are
subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition 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 and no person may vote in
favour of the Acquisition by any such use, means, instrumentality
or form within a Restricted Jurisdiction or any other jurisdiction
if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement and all
documents relating to the Acquisition are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Acquisition to Communisis Shareholders
who are not resident in the United Kingdom (and, in particular,
their ability to vote their Communisis Shares with respect to the
Scheme at the Court Meeting, or to appoint another person as proxy
to vote at the Court Meeting on their behalf) may be affected by
the laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements, as any
failure to comply with such requirements 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.
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the UKLA. Further details in
relation to Overseas Shareholders will be contained in the Scheme
Document.
Forward-Looking Statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by OSG, Bidco or
Communisis contain statements about OSG, Bidco and Communisis that
are or may be deemed to be forward-looking statements. All
statements other than statements of historical facts included in
this Announcement may be forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "shall", "anticipates", "estimates",
"projects" or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements
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 OSG's, Bidco's or
Communisis' operations and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on
OSG's, Bidco's or Communisis' business.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements, including: increased competition, the
loss of or damage to one or more key customer relationships, the
failure of one or more key suppliers, the outcome of business or
industry restructuring, the outcome of any litigation, changes in
economic conditions, currency fluctuations, changes in interest and
tax rates, changes in laws, regulations or regulatory policies,
developments in legal or public policy doctrines, technological
developments, the failure to retain key management, or the timing
and success of future acquisition opportunities or major investment
projects. 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 hereof. Bidco disclaims
any obligation to update any forward-looking or other statements
contained herein, except as required by applicable law.
Availability of Hard Copy Documents
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a hard copy of this Announcement by contacting Sarah Caddy,
the Company Secretary of Communisis, on +44 (0) 113 222 6500. Such
persons may also request that all future documents, announcements
and information to be sent to that person in relation to the
Acquisition should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
information provided by Communisis Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Communisis may be provided to Bidco during the
offer period as requested under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 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 Takeover Code, any person who is, or
becomes, interested in 1 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 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 http://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.
Additional information for US investors
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under the law of England and Wales. A transaction effected by means
of a scheme of arrangement is not subject to the tender offer rules
under the US Exchange Act. Accordingly, the Scheme will be subject
to disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement, which are different from the
disclosure requirements of the US tender offer rules. The financial
information included in this document has been prepared in
accordance with International Financial Reporting Standards and
thus 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. If Bidco
were to elect to implement the Acquisition by means of a takeover
offer, such takeover offer would be made in compliance with
applicable US laws and regulations, including Section 14(e) of the
US Exchange Act and Regulation 14E thereunder. Such a takeover
would be made in the United States by Bidco and no one else.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Communisis Shares pursuant
to the Scheme will likely be a taxable transaction for United
States federal income tax purposes and under applicable United
States state and local, as well as foreign and other, tax laws.
Each Communisis Shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and Communisis are located in countries other than the US, and some
or all of their officers and directors may be residents of
countries other than the US. US holders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of
US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US
court's judgement.
In accordance with normal UK practice and consistent with Rule
14e-5(b) of the US Exchange Act, Bidco, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in
Communisis 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. If such
purchases or arrangements to purchase were to be made they would
occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law,
including the US Exchange Act. Any information about such purchases
or arrangements to purchase will be disclosed as required in the
United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com.
No Profit Forecasts or Estimates or Quantified Financial
Benefits Statement
No statement in this Announcement is intended as a profit
forecast or estimate or a quantified financial benefits statement
for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share for
Communisis for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Communisis.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOAFFSFFSFASEIE
(END) Dow Jones Newswires
December 10, 2018 07:01 ET (12:01 GMT)
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