TIDMEDP TIDMTTM
RNS Number : 6500U
Electronic Data Processing PLC
13 July 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
13 July 2018
RECOMMED CASH OFFER
for
ELECTRONIC DATA PROCESSING PUBLIC LIMITED COMPANY
by
EAGLE BIDCO 2018 LIMITED
a newly incorporated company, ultimately owned and controlled by
Kerridge Commercial Systems Group Limited ("KCSG")
Publication and posting of scheme document
On 3 July 2018, the boards of directors of Electronic Data
Processing Public Limited Company ("EDP") and Eagle Bidco 2018
Limited ("Bidco") announced that they had reached agreement on the
terms of a recommended cash offer pursuant to which Bidco will
acquire the entire issued and to be issued ordinary share capital
of EDP other than the Excluded Shares (the "Acquisition") for 91
pence per EDP Share in cash. It was also announced that the
Acquisition would be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Act").
Further to that announcement, the Board of EDP is pleased to
announce that a scheme document relating to the Acquisition (the
"Scheme Document"), together with associated Forms of Proxy, are
today being published and posted to EDP Shareholders. The Scheme
Document contains, inter alia, the full terms and conditions of the
Scheme, an explanatory statement pursuant to section 897 of the
Act, notices of the required meetings, the expected timetable of
principal events and details of the actions to be taken by EDP
Shareholders.
As described in the Scheme Document, to become Effective, the
Scheme must, amongst other things, be approved at the Court
Meeting; a special resolution must be passed at the General
Meeting; and the Scheme must subsequently be sanctioned by the
Court. Both the Court Meeting and the General Meeting will be held
at the offices of BDO LLP, 55 Baker Street, London W1U 7EU on 6
August 2018 with the Court Meeting to commence at 11.00 a.m. and
the General Meeting to commence at 11.15 a.m. (or as soon
thereafter as the Court Meeting is concluded or adjourned). Notices
of the Court Meeting and the General Meeting are set out in the
Scheme Document.
The Scheme Document, together with information incorporated into
it by reference to another source, and a copy of this announcement
will be available free of charge, subject to any applicable
restrictions relating to persons resident in Restricted
Jurisdictions, on EDP's website at www.edp.co.uk and on KCSG's
website, at www.kerridgecs.com during the course of the Offer
Period.
Subject to approval at the relevant Meetings, Court approval and
the satisfaction or waiver of the other Conditions set out in the
Scheme Document, the Scheme is expected to become Effective on or
around 13 August 2018.
EDP Shareholders should carefully read the Scheme Document in
its entirety before making a decision with respect to the
Scheme.
The expected timetable of principal events is attached as an
Appendix to this announcement.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the
same meanings as given to them in the Scheme Document.
Enquiries:
+44 (0) 114 262
EDP 2010
Sir Michael Heller, Chairman
Julian Wassell, Chief Executive
BDO (Rule 3 financial adviser to EDP) +44 (0) 20 7486
John Stephan / Simon Ling / Susan Jarram 5888
+44 (0) 1488
Bidco / KCSG 662 000
Nigel Bedford, CFO
Raymond James (financial adviser to Bidco, +44 (0) 20 3798
KCSG and Accel-KKR) 5700
Dominic Emery / Joel Greenwood
Kathryn Cesari / August Oberbeck
Important notices
BDO LLP, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively as
financial adviser to EDP and no one else in connection with the
matters referred to in this announcement and will not be
responsible to anyone other than EDP for providing the protections
afforded to clients of BDO LLP nor for providing advice in relation
to the matters referred to in this announcement.
Raymond James is authorised and regulated by the Financial
Conduct Authority in the UK. Raymond James is acting exclusively as
financial adviser to Bidco, KCSG and Accel-KKR and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Bidco, KCSG and Accel-KKR 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.
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, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect 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 any securities pursuant to the Acquisition in any
jurisdiction in contravention of any applicable laws.
The Acquisition is being implemented by way of the Scheme and is
made solely by means of the Scheme Document (or, if Bidco so
elects, any document by which the Acquisition is implemented by way
of a Takeover Offer) which contains the full terms and conditions
of the Acquisition, including details of how to vote in respect of
the Scheme. Any decision, vote or other response in respect of the
Acquisition should be made only on the basis of information
contained in the Scheme Document. EDP Shareholders are advised to
read the formal documentation in relation to the Acquisition
carefully once it has been despatched.
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 England.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set out in this announcement since such date.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by laws and/or regulations
in those jurisdictions. 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.
Unless otherwise determined by 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 and no person may vote their Scheme
Shares at the Court Meeting or in respect of the General Meeting
Resolution by any means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws and/or regulations 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 of 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 and/or
regulations of such jurisdictions.
The availability of the Acquisition to EDP Shareholders who are
not resident in the United Kingdom may be affected by the laws
and/or regulations of the relevant jurisdiction in which they are
resident. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable requirements. 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, EDP and Bidco and their
directors, employees, officers and advisers disclaim any
responsibility or liability for the violation of such restrictions
by any person.
The Acquisition will be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange, the Financial
Conduct Authority and the UKLA.
Notice to US Shareholders
The Acquisition relates to shares of an English incorporated and
registered company and is proposed to be effected by means of a
scheme of arrangement under English law. A transaction effected by
means of a scheme of arrangement is not subject to proxy
solicitation or tender offer rules under the US Securities Exchange
Act of 1934 (the "US Exchange Act"). 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. However, if Bidco were to elect to implement the
Acquisition by means of a Takeover Offer, such Takeover Offer will
be made in compliance with all applicable US laws and regulations.
Such Takeover Offer would be made in the United States by Bidco and
no one else.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Bidco, certain affiliated
companies and their respective nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase,
EDP Shares, other than pursuant to the Acquisition, until the date
on which the Acquisition becomes Effective, lapses or is otherwise
withdrawn. If such purchases or arrangements to purchase were to be
made they would be made outside the United States and would comply
with applicable law, including the US Exchange Act.
The information contained in this announcement has neither been
approved nor disapproved by the US Securities and Exchange
Commission (the "SEC") or any US state securities commission.
Neither the SEC, nor any state securities commission, has passed
upon or determined the fairness or merits of the proposal described
in, nor upon the accuracy or adequacy of the information contained
in, this announcement.
The receipt of cash pursuant to the Acquisition by a US
Shareholder as consideration pursuant to the terms of the
Acquisition may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each US Shareholder is urged to
consult his independent professional adviser immediately regarding
the tax consequences of the Acquisition applicable to him or
her.
It may be difficult for US Shareholders to enforce their rights
and claims arising out of the US federal securities laws, since
Bidco and EDP 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 Shareholders 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.
Further details in relation to EDP Shareholders in overseas
jurisdictions are contained in the Scheme Document.
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 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 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 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. 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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by EDP Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from EDP may be provided to Bidco during the offer period if
requested under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c) of the Code.
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 on EDP's website at www.edp.co.uk and KCSG's website
(on behalf of Bidco) at www.kerridgecs.com by no later than 12 noon
(London time) on 16 July 2018. For the avoidance of doubt, the
contents of those websites are not incorporated into and do not
form part of this announcement.
EDP Shareholders may request a hard copy of this announcement by
contacting Link Asset Services, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU, or by telephone on 0371
664 0321 or if calling from outside the UK on +44 (0) 371 664 0321.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. to 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales. EDP Shareholders may also request that all
future documents, announcements and information to be sent to them
in relation to the Acquisition should be in hard copy form.
Save as otherwise referred to above, a hard copy of this
announcement will not be sent unless requested.
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates given are based on EDP's current expectations and may
be subject to change. All times shown are London times unless
otherwise stated.
Event Time and/or date
2018
Voting Record Time for the Court Meeting and General Meeting 6.30 p.m. on 3 August
Latest time for receipt of Proxy Forms for:
-- Court Meeting (BLUE form) 11.00 a.m. on 4 August(1)
-- General Meeting (WHITE form) 11.15 a.m. on 4 August(1)
Court Meeting 11.00 a.m. on 6 August
General Meeting 11.15 a.m. on 6 August
Scheme Court Hearing (to sanction the Scheme) 9 August(3)
Last day of dealings in, and for registration of transfers and disablement 10 August (3)
in CREST of, EDP
Shares
Scheme Record Time 6.00 p.m. on 10 August (3)
Listing of EDP Shares suspended 7.30 a.m. on 13 August(3)
Expected Effective Date of the Scheme 13 August(3)
Cancellation of listing of EDP Shares No later than 8.00 a.m. on 14 August(3)
Despatch of cheques and payment through CREST of the cash consideration Within 14 days of the Effective Date(3)
Long Stop Date 30 November
Notes:
1 A BLUE Proxy Form for the Court Meeting that has not been
lodged with Link Asset Services by the time stated above
may be handed at the Court Meeting to the Chairman of the
Court Meeting or to a representative of Link Asset Services
on behalf of the Chairman of that meeting before the taking
of the poll. However, to be valid on the date for which
the General Meeting has been convened to be held, the WHITE
Proxy Forms for the General Meeting must be lodged by 11.15
a.m. on 4 August 2018 or, if the General Meeting is adjourned,
not later than 48 hours before the time appointed for the
holding of such meeting.
2 The General Meeting will commence at 11.15 a.m. or, if later,
immediately after the conclusion or adjournment of the Court
Meeting.
3 These dates are indicative only. The actual dates on which
these events will occur, if at all, will depend on when
the Conditions are satisfied or waived, when the Court sanctions
the Scheme and when the Court Order sanctioning the Scheme
is delivered to the Registrar of Companies.
4 The final date by which the Scheme can become Effective
can be extended to a later date by agreement between EDP
and Bidco, subject to the consent of the Takeover Panel
and the Court.
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
ODPRJMATMBBBBJP
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