REG - Accrol Group Hldgs - Effective Scheme of Arrangement

Accrol groupAnnouncement

24/05/2024 11:30

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RNS Number : 8605P  Accrol Group Holdings PLC  24 May 2024

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

24 May 2024

RECOMMENDED CASH OFFER

for

ACCROL GROUP HOLDINGS PLC

by

NAVIGATOR PAPER UK LIMITED

(an indirect wholly owned subsidiary of The Navigator Company, S.A.)

(to be implemented by way of a scheme of arrangement

under Part 26 of the Companies Act 2006)

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

BOARD CHANGES

AND

RESIGNATION OF NOMINATED ADVISER

On 22 March 2024, the boards of directors of Accrol Group Holdings plc
("Accrol") and Navigator Paper UK Limited ("Bidco") announced that they had
reached agreement on the terms of a recommended all-cash offer for the entire
issued and to be issued share capital of Accrol by Bidco (the "Offer"), such
Offer to be implemented by means of a Court sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").

On 17 April 2024, the scheme document in respect of the Offer (the "Scheme
Document") was published and made available to Accrol Shareholders and, for
information only, to participants in the Accrol Share Schemes.

On 3 May 2024, the boards of directors of Accrol and Bidco announced (the
"Increased and Final Offer Announcement") that they had reached agreement on
the terms of an increased and final cash offer by Bidco for the entire issued
and to be issued share capital of Accrol (the "Increased and Final Offer").
Under the terms of the Increased and Final Offer, Accrol Shareholders will be
entitled to receive 39 pence in cash for each Accrol Share. As set out in the
Increased and Final Offer Announcement, the Scheme is to be modified to
reflect the terms of the Increased and Final Offer. The Increased and Final
Offer is subject to the terms and Conditions set out in the Scheme Document
(as modified by the terms of the Increased and Final Offer contained in the
Increased and Final Offer Announcement).

On 15 May 2024, the Scheme (as modified) was approved by the requisite
majorities of Scheme Shareholders at the Court Meeting and the Resolution in
connection with the implementation of the Scheme (as modified) was passed by
the requisite majority of Accrol Shareholders at the General Meeting.

On 22 May 2024, the boards of directors of Accrol and Bidco announced, amongst
other things, that the Court had sanctioned the Scheme (as modified).

Save where otherwise defined herein, capitalised terms and expressions used in
this announcement ("Announcement") have the meanings given to them in the
Scheme Document.

Scheme Effective

The boards of directors of Accrol and Bidco are pleased to announce that the
Scheme (as modified) has today become Effective in accordance with its terms,
following delivery of the Court Order to the Registrar of Companies, and the
entire issued and to be issued ordinary share capital of Accrol is now owned
by Bidco.

Settlement of Consideration

Under the terms of the Scheme (as modified), Scheme Shareholders on the
register of members of Accrol at the Scheme Record Time, being 6.00 p.m. on 23
May 2024, are entitled to receive 39 pence in cash for every Scheme Share
held. Cheques will be dispatched to Scheme Shareholders holding Scheme Shares
in certificated form and the CREST accounts of Scheme Shareholders holding
Scheme Shares in uncertificated form will be credited within 14 days of
today's date.

 

Board changes

 

As the Scheme has now become Effective, as disclosed in the Scheme Document in
paragraph 7 of Part I (Letter from the Executive Chairman of Accrol), Accrol
announces that Daniel Wright, Gareth Jenkins, Christopher Welsh, Euan Hamilton
and Simon Allport have tendered their resignations as directors of Accrol and
have stepped down from the board of directors of Accrol effective from today's
date.

António José Pereira Redondo, Dorival Martins de Almeida, José Fernando
Morais Carreira de Araújo, João Paulo Cabete Gonçalves Lé, Nuno Miguel
Moreira de Araújo Santos, António Quirino Vaz Duarte Soares, Vasco Pinto
Ferreira, Ashley James Miller and Graham Cox with effect from today's date,
will join the board of directors of Accrol as directors.

Resignation of Nominated Adviser

Zeus, Accrol's Nominated Adviser, has resigned as Nominated Adviser and Joint
Corporate Broker with effect from the Scheme (as modified) becoming Effective
today.

Suspension and cancellation of trading

 

Trading in Accrol Shares on AIM was suspended with effect from 7.30 a.m.
today. Following the application by Accrol to the London Stock Exchange, the
cancellation of admission to trading of Accrol Shares on AIM is expected to be
effective as of 8.00 a.m. on 28 May 2024.

 

General

 

All references in this Announcement to times are to London time unless
otherwise stated. If any of the expected times and/or dates set out above
change, the revised times and/or dates will be notified to Accrol Shareholders
by announcement through a Regulatory Information Service. Such announcement
will, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, also be available on Accrol's and Navigator's
websites at
https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc
(https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc)
and
https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc
(https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc)
respectively.

 

Accrol is no longer in an Offer Period as defined in the Takeover Code and
accordingly the dealing disclosure requirements previously notified to
investors no longer apply.

Enquiries:

 Bidco                                                              +(351) 219 017 411
 Fernando Araújo, Executive Board Member
 António Neto Alves, General Counsel

 Rothschild & Co (Financial adviser to Bidco)                       +44 (0) 207 280 5000
 Stuart Vincent

 Joe Boyd-Morritt

 Accrol
 Daniel Wright, Executive Chairman

 Gareth Jenkins, Chief Executive Officer
 Christopher Welsh, Chief Financial Officer

 Stifel (Rule 3 adviser and lead financial adviser to Accrol)       +44 (0) 207 710 7600
 Celedonio Moncayo / Henry Newbould
 Nick Harland / Richard Short

 Zeus (Joint financial adviser and nominated adviser to Accrol)     +44 (0) 161 831 1512
 Dan Bate / Jordan Warburton

 Belvedere Communications Limited (Financial PR adviser to Accrol)  +44 (0) 7715 769 078
 Cat Valentine

 Keeley Clarke

Eversheds Sutherland (International) LLP is retained as legal adviser to the
Wider Navigator Group.

Addleshaw Goddard LLP is retained as legal adviser to Accrol.

Important Notices Relating to Financial Advisers

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for the Wider Navigator Group  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 Wider Navigator
Group  for providing the protections afforded to clients of Rothschild &
Co nor for providing advice in relation to any matter referred to in this
Announcement or any transaction or arrangement referred to herein. Neither
Rothschild & Co nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Rothschild & Co in connection with this Announcement, any
statement contained herein, any transaction or arrangement referred to herein,
or otherwise.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as Rule 3 adviser and lead financial adviser for Accrol and for no
one else in connection with the matters set out or referred to in this
Announcement and will not be responsible to anyone other than Accrol for
providing the protections offered to clients of Stifel nor for providing
advice in relation to the matters set out or referred to in this Announcement.
Neither Stifel nor any of its affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Stifel in connection with this Announcement, any matter or statement set out
or referred to herein or otherwise.

Zeus Capital Limited ("Zeus"), which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively as joint financial adviser and
nominated adviser for Accrol and for no one else in connection with the
matters set out or referred to in this Announcement and will not be
responsible to anyone other than Accrol for providing the protections afforded
to its clients or for providing advice in relation to the matters set out or
referred to in this Announcement. Neither Zeus nor any of its subsidiaries,
affiliates or branches owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Zeus in
connection with this Announcement, any statement or other matter or
arrangement referred to herein or otherwise.

Further Information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer or invitation to purchase,
otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Increased and Final Offer or otherwise.

The Increased and Final Offer will be subject to English law and to the
applicable requirements of the Takeover Code, the Panel, the AIM Rules, the
London Stock Exchange and the FCA.

The Increased and Final Offer will be made solely by the Scheme Document (as
modified by the terms of the Increased and Final Offer contained in the
Increased and Final Offer Announcement). Accrol Shareholders are advised to
read the formal documentation in relation to the Increased and Final Offer
carefully once it has been published. Each Accrol Shareholder is urged to
consult their independent professional adviser regarding the tax consequences
of the Increased and Final Offer.

This Announcement does not constitute a prospectus or a prospectus equivalent
document.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the FSMA.

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are not resident in the United Kingdom or who are subject to the
laws of any jurisdiction other than the United Kingdom (including Restricted
Jurisdictions) should inform themselves about, and observe, any applicable
legal or regulatory requirements. Any failure to comply with applicable legal
or regulatory requirements of any jurisdiction may constitute a violation of
securities laws or regulations in that jurisdiction. To the fullest extent
permitted by applicable law or regulations, the companies and persons involved
in the Increased and Final Offer disclaim any responsibility or liability for
the violation of such restrictions by any person.

This Announcement has been prepared for the purpose of complying with English
law and the Takeover 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.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Increased and Final Offer will
not be made, directly or indirectly, in or into or by use of the mails or any
other means or instrumentality (including, without limitation, telephonic or
electronic) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of, a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and the Increased
and Final Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted Jurisdiction if to do
so would constitute a violation of the laws in that jurisdiction. Accordingly,
copies of this Announcement and any formal documentation relating to the
Increased and Final Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction or any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of acceptance of the Increased and Final Offer.

Further details in relation to Accrol Shareholders in overseas jurisdictions
can be found in the Scheme Document.

Notice to U.S. Investors in Accrol

The Increased and Final Offer relates to the shares of a company registered
under the laws of England and Wales and is being made by way of a scheme of
arrangement provided for under Part 26 of the Companies Act. The Increased and
Final Offer, implemented by way of a scheme of arrangement, is not subject to
the tender offer rules or the proxy solicitation rules under the U.S. Exchange
Act. Accordingly, the Increased and Final Offer is subject to the disclosure
requirements and practices applicable to a scheme of arrangement involving a
target company in England with its securities admitted to trading on the
London Stock Exchange, which differ from the disclosure requirements of U.S.
tender offer and proxy solicitation rules. If, in the future, Bidco exercises
its right to implement the Increased and Final Offer by way of a Takeover
Offer and determines to extend the Takeover Offer into the United States, the
Increased and Final Offer will be made in compliance with applicable U.S. laws
and regulations including Sections 14(d) and 14(e) of the U.S. Exchange Act
and Regulations 14D and 14E thereunder. Such a Takeover Offer would be made in
the United States by Bidco and no one else.

The financial information included in this Announcement has been prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to financial information of U.S. companies or companies
whose financial statements are prepared in accordance with U.S. generally
accepted accounting principles. None of the financial information in this
Announcement has been audited in accordance with auditing standards generally
accepted in the United States or the auditing standards of the Public Company
Accounting Oversight Board (United States).

It may be difficult for U.S. Accrol Shareholders to enforce their rights and
any claim arising out of the U.S. federal securities laws or the laws of any
state or other jurisdiction in the United States in connection with the
Increased and Final Offer, because Accrol is located in a non-U.S. country,
and some or all of its officers and directors may be residents of a non-U.S.
country. U.S. Accrol Shareholders may not be able to sue a non-U.S. company or
its officers or directors in a non-U.S. court for violations of the U.S.
federal securities laws or the laws of any state or other jurisdictions in the
United States. Further, it may be difficult to compel a non-U.S. company and
its affiliates to subject themselves to a U.S. court's jurisdiction or
judgment.

U.S. Accrol Shareholders also should be aware that the Increased and Final
Offer may have tax consequences in the United States and that such
consequences, if any, are not described herein. U.S. Accrol Shareholders are
urged to consult with legal, tax and financial advisers in connection with
making a decision regarding the Increased and Final Offer.

Forward-looking Statements

This Announcement (including any information incorporated by reference in this
Announcement), oral statements made regarding the Increased and Final Offer,
and other information published by Navigator, Bidco or Accrol contain
statements which are, or may be deemed to be, "forward-looking statements"
with respect to Navigator, Bidco, Accrol and the Enlarged Navigator Group.
These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "aim", "will", "may", "would", "could" or
"should" or other words of similar meaning or the negative thereof.
Forward-looking statements include statements relating to the following: (i)
future capital expenditures, expenses, revenues, economic performance,
synergies, financial conditions, market growth, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion
and growth of the operations of the Navigator Group or the Accrol Group; and
(iii) the effects of government regulation on the business of the Navigator
Group or the Accrol Group. There are many factors which could cause actual
results to differ materially from those expressed or implied in
forward-looking statements. Among such factors are the satisfaction (or, where
permitted, waiver) of the Conditions as well as additional factors, such as
domestic and global business and economic conditions; the impact of pandemics,
asset prices; market-related risks such as fluctuations in interest rates and
exchange rates, industry trends, competition, changes in government and
regulation, changes in the policies and actions of governments and/or
regulatory authorities (including changes related to capital and tax), changes
in political and economic stability (including exposures to terrorist
activities, the UK's exit from the European Union, Eurozone instability, the
Russia-Ukraine conflict), disruption in business operations due to
reorganisation activities, interest rate, inflation, deflation and currency
fluctuations, the timing impact and other uncertainties of future or planned
acquisitions or disposals or offers, the inability of the Enlarged Navigator
Group to realise successfully any anticipated synergy benefits when the
Increased and Final Offer is implemented (including changes to the board
and/or employee composition of the Enlarged Navigator Group), the inability of
the Navigator Group to integrate successfully the Accrol Group's operations
and programmes when the Increased and Final Offer is implemented, the Enlarged
Navigator Group incurring and/or experiencing unanticipated costs and/or
delays (including IT system failures, cyber-crime, fraud and pension scheme
liabilities), or difficulties relating to the Increased and Final Offer when
the Increased and Final Offer is implemented. Other unknown or unpredictable
factors could affect future operations and/or cause actual results to differ
materially from those in the forward-looking statements. Such forward-looking
statements should therefore be construed in the light of such factors.

These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. By their nature, these
forward-looking statements involve known and unknown risks and uncertainties
(and other factors that are in many cases beyond the control of Accrol,
Navigator and/or Bidco) because they relate to events and depend on
circumstances that will occur in the future. The factors described in the
context of such forward-looking statements in this Announcement may cause the
actual results, performance or achievements of any such person, or industry
results and developments, to be materially different from any results,
performance or achievements expressed or implied by such forward-looking
statements. No assurance can be given that such expectations will prove to
have been correct and persons reading this Announcement are therefore
cautioned not to place undue reliance on these forward-looking statements
which speak only as at the date of this Announcement. None of the Navigator
Group nor Accrol Group, nor any of their respective associates or directors,
officers or advisers, provide any representation, warranty, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually occur. All
subsequent oral or written forward-looking statements attributable to
Navigator, Bidco or Accrol or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this section. Other than in accordance with their legal or regulatory
obligations (including under the Takeover Code, MAR and the AIM Rules), none
of Navigator, Bidco or Accrol is under or undertakes any obligation, and each
of the foregoing expressly disclaims any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

No Profit Forecasts, Estimates or Quantified Financial Benefits Statements

No statement in this Announcement is intended, or is to be construed, as a
profit forecast or estimate for any period or a quantified financial benefits
statement and no statement in this Announcement should be interpreted to mean
that earnings or earnings per ordinary share, for Navigator, Bidco or Accrol,
respectively for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per ordinary share for
Navigator, Bidco or Accrol, respectively.

Publication on Website

A copy of this Announcement shall be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Accrol's and Navigator's websites, free of charge, at
https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc
(https://www.accrol.co.uk/investors/recommended-offer-for-accrol-group-holdings-plc)
and
https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc
(https://www.thenavigatorcompany.com/Investidores/Recommended-cash-offer-for-accrol-group-holdings-plc)
by no later than 12 noon (London time) on the Business Day following the date
of this Announcement.

For the avoidance of doubt, neither the contents of these websites nor the
content of any other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this Announcement.

Hard Copy Documents

In accordance with Rule 30.3 of the Takeover Code, Accrol Shareholders,
persons with information rights and participants in the Accrol Share Schemes
may request a hard copy of this Announcement by contacting Accrol's registrar,
Link Group, on +44 (0) 371 664 0300. Calls are charged at the standard
geographic rate and will vary by provider. Calls from 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. (London time), Monday to Friday excluding
for public holidays in England and Wales. Please note that Link Group cannot
provide any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. For persons who receive a copy
of this Announcement in electronic form or via a website notification, a hard
copy of this Announcement will not be sent unless so requested. Such persons
may, subject to applicable securities laws, also request that all future
documents, announcements and information be sent to them in relation to the
Increased and Final Offer in hard copy form.

 

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