Charles Taylor De-listing and cancellation of trading

 
TIDMCTR 
 
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 
 
                                                                22 January 2020 
 
                         RECOMMED CASH ACQUISITION 
 
                                      of 
 
                     CHARLES TAYLOR PLC ("CHARLES TAYLOR") 
 
                                      by 
 
                       JEWEL BIDCO LIMITED ("LMP BIDCO") 
 
a company formed on behalf of funds advised by Lovell Minnick Partners LLC and 
   its affiliates ("Lovell Minnick") to be effected by means of a Scheme of 
              Arrangement under Part 26 of the Companies Act 2006 
 
         DE-LISTING AND CANCELLATION OF TRADING OF CHARLES TAYLOR PLC 
 
On 19 September 2019, the boards of Charles Taylor and LMP Bidco announced that 
they had reached agreement on terms of a recommended all cash acquisition of 
the entire issued and to be issued share capital of Charles Taylor by LMP Bidco 
(the "Acquisition") at a price of 315 pence in cash for each Charles Taylor 
Share, to be implemented by way of a Court-sanctioned scheme of arrangement 
under Part 26 of the Companies Act (the "Scheme"). The scheme document in 
relation to the Acquisition was posted to Charles Taylor Shareholders on 16 
October 2019 (the "Scheme Document"). 
 
On 8 November 2019, the boards of Charles Taylor and LMP Bidco announced that 
they had agreed an increased offer price of 345 pence in cash for each Charles 
Taylor Share (the "Increased Offer"). A supplementary scheme document in 
relation to the Increased Offer (the "Supplementary Scheme Document"), was 
posted to Charles Taylor Shareholders on 13 November 2019. 
 
Further to the announcement made by Charles Taylor and LMP Bidco on 21 January 
2020 that the Scheme has become effective in accordance with its terms, Charles 
Taylor confirms that the listing of Charles Taylor Shares on the premium 
listing segment of the Official List of the FCA and the admission to trading of 
Charles Taylor Shares on the London Stock Exchange's main market for listed 
securities have been cancelled, in each case with effect from 8.00 a.m. (London 
time) today. 
 
Full details of the Acquisition are set out in the Scheme Document and 
Supplementary Scheme Document. Capitalised terms used but not defined in this 
announcement (the "Announcement") have the meanings given to them in the Scheme 
Document. 
 
Enquiries: 
 
Charles Taylor plc                                              +44 (0) 20 3320 8888 
 
David Marock, Group CEO 
 
Richard Yerbury, Group Corporate Development and Operations 
Director 
 
Rothschild & Co                                                 +44 (0) 20 7280 5000 
 
(Financial adviser to Charles Taylor) 
 
Christopher Kaladeen 
 
Anika Sood 
 
Peter Brierley 
 
Alice Squires 
 
Liberum                                                         +44 (0) 20 3100 2222 
 
(Corporate broker to Charles Taylor) 
 
Richard Crawley 
 
 
 
 
Lovell Minnick and LMP Bidco                                         +1 610 995 9660 
 
Jason Barg 
 
Spencer Hoffman 
 
RBC Capital Markets                                             +44 (0) 20 7653 4000 
 
(Financial adviser to Lovell Minnick and LMP Bidco) 
 
Martin Frowde 
 
Philip Creed 
 
Media Enquires: 
 
Newgate Communications                                          +44 (0) 20 3757 6880 
 
(Financial PR adviser to Charles Taylor) 
 
Elisabeth Cowell 
 
Ian Silvera 
 
Camarco                                                         +44 (0) 20 3757 4989 
 
(Financial PR adviser to Lovell Minnick and LMP Bidco) 
 
Hazel Stevenson 
 
Jane Glover 
 
Debevoise & Plimpton LLP is providing legal advice to Lovell Minnick and LMP 
Bidco. Davis Polk & Wardwell London LLP is providing legal advice to Charles 
Taylor. 
 
Important notices 
 
Rothschild & Co, which is authorised and regulated by the FCA in the United 
Kingdom, is acting exclusively for Charles Taylor and for no one else in 
connection with the Acquisition and will not be responsible to anyone other 
than Charles Taylor for providing the protections afforded to its clients, nor 
for providing advice in relation to the Acquisition or any other matters 
referred to in this Announcement. 
 
Liberum, which is authorised and regulated by the FCA in the United Kingdom, is 
acting exclusively for Charles Taylor and for no one else in connection with 
the Acquisition and will not be responsible to anyone other than Charles Taylor 
for providing the protections afforded to its clients, nor for providing advice 
in relation to the Acquisition or any other matters referred to in this 
Announcement. 
 
RBC Capital Markets is the trading name for RBC Europe Limited, which is 
authorised by the PRA and regulated by the FCA and the PRA and is a subsidiary 
of Royal Bank of Canada. RBC Capital Markets is acting exclusively for Lovell 
Minnick and LMP Bidco and for no one else in connection with the Acquisition 
and will not be responsible to anyone other than Lovell Minnick and LMP Bidco 
for providing the protections afforded to its clients nor for providing advice 
in relation to the Acquisition or any other matters referred to in this 
Announcement. 
 
Further information 
 
This Announcement is for information purposes only and is not intended to and 
does not constitute, or form part of, an offer to sell or an invitation to 
purchase any securities or the solicitation of an offer to buy, otherwise 
acquire, subscribe for, sell or otherwise dispose of any securities, pursuant 
to the Acquisition or otherwise, nor shall there be any purchase, sale, 
issuance or exchange of securities or such solicitation in any jurisdiction in 
which such offer, solicitation, sale, issuance or exchange would be unlawful 
prior to the registration or qualification under the laws of such jurisdiction. 
The Acquisition will be made solely by means of the Scheme Document and the 
Supplementary Scheme Document. 
 
This Announcement has been prepared for the purpose of complying with English 
law 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 jurisdictions outside the United Kingdom. 
 
Charles Taylor and LMP Bidco urge Charles Taylor Shareholders to read the 
Scheme Document and the Supplementary Scheme Document because they contain 
important information relating to the Acquisition. 
 
Each Charles Taylor Shareholder is advised to consult its independent 
professional adviser regarding the tax consequences to it (or to its beneficial 
owners) of the Acquisition. 
 
Overseas Shareholders 
 
The release, publication or distribution of this Announcement in certain 
jurisdictions may be restricted by law. Persons who are not resident in the 
United Kingdom or who are subject to the laws of other jurisdictions should 
inform themselves of, and observe, any applicable requirements. Further details 
in relation to the Overseas Shareholders are contained in the Scheme Document 
and the Supplementary Scheme Document. 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. 
 
The Acquisition relates to shares of a UK company effected by means of a scheme 
of arrangement under the laws of England and Wales. Neither the US proxy 
solicitation rules nor the tender offer rules under the US Exchange Act apply 
to the Acquisition. Accordingly, the Acquisition is subject to the disclosure 
requirements, rules and practices applicable in the United Kingdom to schemes 
of arrangement, which differ from the requirements of US proxy solicitation or 
tender offer rules. 
 
None of the securities referred to in this Announcement have been approved or 
disapproved by the US Securities and Exchange Commission, any state securities 
commission in the United States or any other US regulatory authority, nor have 
such authorities passed upon or determined the adequacy or accuracy of the 
information contained in this Announcement. Any representation to the contrary 
is a criminal offence in the United States. 
 
Charles Taylor's financial statements, and all financial information that is 
included in this Announcement, or that is included in the Scheme Document or 
the Supplementary Scheme Document, have been prepared in accordance with 
international financial reporting standards, which differ in certain respects 
from US generally acceptable accounting principles, 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. 
 
Unless otherwise determined by LMP Bidco or required by the 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. 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 observe these restrictions and 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 Charles Taylor Shareholders who are not

resident in the United Kingdom 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. 
 
The Acquisition is subject to the applicable requirements of the Code, the 
Panel, the London Stock Exchange and the FCA. 
 
 
 
END

(END) Dow Jones Newswires

January 22, 2020 03:21 ET (08:21 GMT)

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