TIDMEDP TIDMTTM
RNS Number : 9493W
Electronic Data Processing PLC
06 August 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
6 August 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
to be effected by means of a
Scheme of Arrangement
under Part 26 of the Companies Act 2006
Results of the Court Meeting and General Meeting
The board of directors of Electronic Data Processing Public
Limited Company ("EDP") is pleased to announce that at the Court
Meeting and the General Meeting held earlier today in connection
with the recommended cash offer by Eagle Bidco 2018 Limited
("Bidco") for the entire issued and to be issued share capital of
EDP other than the Excluded Shares (the "Acquisition") to be
effective by way of a scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"):
-- the Scheme was approved by the requisite majority of Scheme
Shareholders at the Court Meeting; and
-- EDP Shareholders voted to pass the special resolution to,
amongst others, implement the Scheme (the "Special Resolution") at
the General Meeting.
Details of the resolutions passed are set out in the notices of
the Court Meeting and General Meeting contained in the scheme
document dated 13 July 2018 sent or made available to Scheme
Shareholders (the "Scheme Document"), which document, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, is available on EDP's website (www.edp.co.uk).
The detailed voting results in relation to the Court Meeting and
the General Meeting are summarised below.
Court Meeting
At the Court Meeting a majority in number of Scheme Shareholders
who voted (either in person or by proxy), representing 99.68 per
cent. by value of those Scheme Shareholders who voted, voted in
favour of the resolution to approve the Scheme. Each Scheme
Shareholder, present in person or by proxy, was entitled to one
vote per Scheme Share held at the Voting Record Time. Voting at the
Court Meeting was conducted by way of a poll.
Details of the votes cast were as follows:
For For Against Against
(Number) (%) (Number) (%)
---------------------
Scheme
Shares voted 7,584,546 99.68 24,649 0.32
---------- ------ ---------- --------
Scheme Shareholders
who voted 104 93.69 7 6.31
---------- ------ ---------- --------
Scheme Shares
voted as a
percentage
of the total
number of
Scheme Shares - 59.72 - 0.19
---------- ------ ---------- --------
General Meeting
At the General Meeting of EDP the Special Resolution to
implement the Scheme, including the adoption of new articles of
association of the Company, was duly passed. Each Scheme
Shareholder, present in person or by proxy, was entitled to one
vote per Scheme Share held at the Voting Record Time. Voting at the
General Meeting was conducted by way of a poll.
The voting results for the General Meeting were as follows:
For For Against Against Total Withheld*
(Number) (%) (Number) (%) (Number) (Number)
--------
Shares
Voted 7,576,789 99.68 24,649 0.32 7,601,438 0
---------- ------ ---------- -------- ---------- ----------
* A vote withheld is not a vote in law and counts neither "For"
nor "Against" the resolution.
Next Steps
Completion of the Acquisition remains subject to satisfaction or
waiver of the other Conditions set out in the Scheme Document
including the sanction by the Court of the Scheme at the Scheme
Court Hearing. The expected timetable of principal events for the
implementation of the Scheme is set out on page 9 of the Scheme
Document.
As described in detail in the Scheme Document, the Scheme Court
Hearing (to sanction the Scheme) is expected to take place on 9
August 2018 although this and each of the subsequent dates set out
in this timetable could be subject to change.
It is expected that the trading in the EDP Shares on the London
Stock Exchange will be suspended with effect from 7.30 a.m. (London
time) on 13 August 2018 followed by the cancellation of the
admission to trading to the premium segment of the London Stock
Exchange main market for listed securities and cancellation of the
admission of the EDP Shares to the Official List with effect from
8.00 a.m. (London time) on 14 August 2018.
Other
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document.
+44 (0) 114 262
EDP 2010
Sir Michael Heller, Chairman
Julian Wassell, Chief Executive
BDO LLP (Rule 3 financial adviser to EDP) +44 (0) 20 7486
John Stephan / Simon Ling / Susan Jarram 5888
Important notice
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.
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.
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
ROMBBGDIBXGBGIL
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August 06, 2018 07:33 ET (11:33 GMT)
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