REG - TClarke PLC Regent Acquisitions - Court Sanction of Scheme of Arrangement

TclarkeAnnouncement

21/06/2024 12:15

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RNS Number : 4326T  TClarke PLC  21 June 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

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

21 June 2024

 

 

RECOMMENDED ACQUISITION

 

of

 

TClarke plc

("TClarke" or "the Company")

 

by

 

Regent Acquisitions Limited

("Regent")

 

to be effected by means of a Court-sanctioned scheme of arrangement under Part
26 of the Companies Act 2006

 

 

Court Sanction of Scheme of Arrangement

 

 

On 16 April 2024, the boards of directors of Regent and TClarke announced that
they had reached agreement on the terms and conditions of a recommended cash
offer by Regent for the entire issued and to be issued share capital of
TClarke not already held by any member of the Wider Regent Group (the
"Acquisition").

 

The circular in relation to the Scheme, including full details of the
Acquisition, was published on 2 May 2024 (the "Scheme Document").

 

Capitalised terms used in this announcement (the "Announcement") shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document. All references to times in this Announcement are to London, United
Kingdom.

 

On 29 May 2024, the Scheme was approved by the requisite majority of Scheme
Shareholders at the Court Meeting and the Resolution in connection with the
implementation of the Scheme was passed by the requisite majority of TClarke
Shareholders at the General Meeting.

 

TClarke is pleased to announce that the Court has today issued the Court Order
sanctioning the Scheme pursuant to which the Acquisition is being implemented.

 

Pursuant to the Court Order, the Scheme will become Effective on delivery of
the Court Order to the Registrar of Companies. It is currently expected that
the Effective Date of the Scheme will be 25 June 2024.The Scheme Record Time
will be 6.00 p.m. on 24 June 2024.

 

Applications have been made for the suspension, and subsequent cancellation,
of trading in TClarke Shares on the London Stock Exchange's Main Market and of
the listing of TClarke Shares on the Official List. The suspension of listing
of TClarke Shares from the Official List and of dealings in TClarke Shares on
the Main Market are each expected to take effect from 7.30 a.m. on 25 June
2024. Therefore, 24 June 2024 will be the last day for dealings in, and for
the registration of transfers of, TClarke Shares.

 

It is expected that the cancellation of the listing of TClarke Shares from the
Official List, and of admission to trading of TClarke Shares on the Main
Market, will, subject to the Scheme becoming Effective, take effect from 7.00
a.m. on 26 June 2024.

 

On the Effective Date, share certificates in respect of Scheme Shares will
cease to be valid documents of title, and any entitlements to Scheme Shares
held in uncertificated form in CREST will be cancelled.

 

The expected timetable of principal events for the implementation of the
Scheme remains as set out in the Result of Meetings announcement on 29 May
2024. TClarke will give adequate notice of any change or revision of these
currently expected dates and/or times by issuing an announcement of the
revised dates and/or times through a Regulatory Information Service, with such
announcement being made available on TClarke's website at www.tclarke.co.uk
(http://www.tclarke.co.uk) .

 

-ends-

For further information contact:

 

TClarke plc

Mark Lawrence, Group Chief Executive

Trevor Mitchell, Finance Director

Tel: 020 7997 7400

 www.tclarke.co.uk (http://www.tclarke.co.uk/)

 

Cavendish Capital Markets Limited (Sole Financial Adviser, Rule 3 Adviser and
Corporate Broker)

Ben Jeynes, Henrik Persson, Hamish Waller

Tel: 020 7220 0500

 www.cavendish.com (http://www.cavendish.com)

 

SPARK Advisory Partners Limited (Financial Adviser to Regent)

Matt Davis

James Keeshan

Adam Dawes

Tel: 020 3368 3550

 

RMS Partners

Simon Courtenay

Tel:  020 3735 6551

 

Simmons & Simmons LLP is acting as legal adviser to Regent.

 

Pinsent Masons LLP is acting as legal adviser to the Company.

 

IMPORTANT NOTICES

 

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial adviser to
TClarke and no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than TClarke for
providing the protections offered to clients of Cavendish or for providing
advice in connection with any matter referred to in this Announcement. Neither
Cavendish nor any of its affiliates (nor their respective directors, officers,
employees or agents) 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 Cavendish in
connection with this Announcement, any statement contained herein, the
Acquisition or otherwise. No representation or warranty, express or implied,
is made by Cavendish as to the contents of this Announcement.

 

SPARK Advisory Partners Limited ("SPARK"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as financial adviser to Regent and
no-one else in connection with the matters described in this Announcement and
will not be responsible to anyone other than Regent for providing the
protections afforded to clients of SPARK or for providing advice in connection
with the matters referred to in this Announcement. Neither SPARK nor any of
its affiliates (nor their respective directors, officers, employees or agents)
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 SPARK in connection with this
Announcement, any statement contained herein, the Acquisition or otherwise. No
representation or warranty, express or implied, is made by SPARK as to the
contents of this Announcement.

 

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, or the solicitation of any vote or approval
in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition
shall be made solely by means of the Scheme Document (or in the event that the
Acquisition is to be implemented by means of a Takeover Offer, the takeover
offer document) which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Acquisition.
Any vote in respect of the Scheme or other response in relation to the
Acquisition should be made only on the basis of the information contained in
the Scheme Document (or in the event that the Acquisition is to be implemented
by means of a Takeover Offer, the takeover offer document).

 

This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law, the Code, the Listing Rules and the Market Abuse Regulation 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. Nothing in this Announcement
should be relied on for any other purpose.

 

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

 

INSIDE INFORMATION

 

This Announcement contains inside information as stipulated under the Market
Abuse Regulation no 596/2014 (incorporated into UK law by virtue of the
European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019). Upon the publication of this
Announcement via a Regulatory Information Service, this inside information is
now considered to be in the public domain.

 

OVERSEAS SHAREHOLDERS

 

The release, publication or distribution of this Announcement in, into or from
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements. Unless otherwise determined by
Regent or required by the Code, and permitted by applicable law and
regulation, the Acquisition will not be made, in whole or in part, directly or
indirectly, in or into or from a Restricted Jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction and no person may vote in favour of the Acquisition by any such
use, means, instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Copies of this Announcement and any formal documentation
relation to the Acquisition 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 and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
Doing so may render invalid any related purported vote in respect of the
Acquisition. If the Acquisition is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made directly or indirectly, in or into, or by the use of
mails or any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer may not be capable of acceptance by any such use, means, instrumentality
or facilities.

 

The availability of the Acquisition to TClarke Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdiction in which they are located or of which they are a
citizen. Persons who are not resident in the United Kingdom should inform
themselves of, and observe any applicable legal or regulatory requirements of
their jurisdictions. Any person (including, without limitation, nominees,
trustees and custodians) who would, or otherwise intends to, forward this
Announcement, the Scheme Document or any accompanying document to any
jurisdiction outside the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to vote their
TClarke Shares at the Court Meeting or the General Meeting, or to execute and
deliver Forms of Proxy appointing another to vote their TClarke Shares in
respect of the Court Meeting or the General Meeting on their behalf, may be
affected by the laws of the relevant jurisdiction in which they are located.
Any failure to comply with the applicable legal or regulatory requirements may
constitute a violation of the laws and/or regulations of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility and
liability for the violation of such restrictions by any person.

 

The Acquisition will be subject to English law and the jurisdiction of the
Court, and the applicable requirements of the Takeover Code, the Takeover
Panel, the FCA, the London Stock Exchange (including pursuant to the Listing
Rules) and the Registrar of Companies.

 

NOTICE TO US INVESTORS IN TCLARKE

 

The Acquisition relates to the securities of an English company and is
proposed to be effected by means of a scheme of arrangement under English law.
This Announcement, the Scheme Document and certain other documents relating to
the Acquisition have been or will be prepared in accordance with English law,
the Code and UK disclosure requirements, format and style, all of which differ
from those in the United States. A transaction effected by means of a scheme
of arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Securities Exchange Act of 1934, as amended
(the "US Exchange Act"). Accordingly, the Acquisition is subject to the
procedural and disclosure requirements of and practices applicable in the UK
to schemes of arrangement, which differ from the procedural and disclosure
requirements of the United States tender offer and proxy solicitation rules.
However, if Regent elects to implement the Acquisition by way of a Takeover
Offer and determines to extend the offer into the United States, the Takeover
Offer will be made in compliance with applicable United States laws and
regulations, including, without limitation and to the extent applicable, under
section 14(e) of the US Exchange Act and Regulation 14E thereunder, as well as
the US Securities Act of 1933, as amended.

 

Financial statements, and all financial information that is included in this
Announcement or that may be included in the Scheme Document, or any other
documents relating to the Acquisition, have been or will be prepared in
accordance with International Financial Reporting Standards or other reporting
standards or accounting practice which may not be comparable to financial
statements of companies in the United States or other companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.

 

The receipt of cash by a US holder of TClarke Shares as consideration for the
transfer of its Scheme Shares pursuant to the Scheme may 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
TClarke Shareholder (including US holders) is urged to consult its independent
professional adviser immediately regarding the tax consequences of the
Acquisition applicable to them.

 

It may be difficult for US holders of TClarke Shares to enforce their rights
and claims arising out of the US federal securities laws, since Regent and
TClarke are located in countries other than the United States, and some of
their officers and directors may be residents of countries other than the
United States. US holders of TClarke Shares may have difficulty effecting
service of process within the United States upon those persons or recovering
against judgments of US courts, including judgments based upon the civil
liability provisions of the US federal securities laws. US holders of TClarke
Shares 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, Regent, certain affiliated companies and their nominees or
brokers (acting as agents) may make certain purchases of, or arrangements to
purchase, shares in TClarke outside of the US, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme becomes
Effective in accordance with its terms, 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. These purchases could occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases or arrangements to purchase will be disclosed
as required in the UK, will be reported to a Regulatory Information Service
and will be available on the London Stock Exchange website
at www.londonstockexchange.com (http://www.londonstockexchange.com/) .

 

This Announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in the United States.

 

Neither the US Securities and Exchange Commission nor any securities
commission of any state or other jurisdiction of the United States has
approved the Acquisition, passed upon the fairness of the Acquisition, or
passed upon the adequacy or accuracy of this Announcement. Any representation
to the contrary is a criminal offence in the United States.

 

FORWARD LOOKING STATEMENTS

 

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by TClarke and Regent may contain certain statements
which are, or may be deemed to be, "forward-looking statements". These
forward-looking statements are prospective in nature and are not based
historical facts, but rather on current expectations and projections of the
management of TClarke and/or Regent (as the case may be) about future events,
and are therefore subject to risks and uncertainties which could cause actual
results to differ materially from the future results expressed or implied by
the forward-looking statements.

 

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", "will", "may", "should", "would", "could"
or other words or terms of similar meaning or the negative thereof.

 

These statements are based on assumptions and assessments made by Regent
and/or TClarke in light of their experience and their perception of historical
trends, current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve known and
unknown risk and uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors described in the
context of such forward-looking statements in this Announcement could cause
actual results, performance or developments to differ materially from those
expressed in or implied by such forward-looking statements. The factors that
could cause actual results to differ materially from those described in the
forward-looking statements, include, but are not limited to: the ability to
complete the Acquisition, the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other Conditions on the proposed
terms, changes in the global, political, economic, business or competitive
environments and in market and regulatory forces, changes in financial
regulatory matters, changes in future exchange and interest rates, changes in
tax rates and future business combinations or dispositions. Although it is
believed that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given that such expectations will prove to
have been correct and you are therefore cautioned not to place undue reliance
on these forward-looking statements which speak only as at the date of this
Announcement. Neither Regent nor TClarke assumes any obligation to update or
correct the information contained in this Announcement (whether as a result of
new information, future events or otherwise), except as required by applicable
law. All subsequent oral or written forward-looking statements attributable to
Regent or TClarke or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statement above. Should one or more of
these risks or uncertainties materialise, or should underlying assumptions
prove incorrect, actual results may vary materially from those described in
this Announcement. Other than in accordance with their legal or regulatory
obligations, neither Regent nor TClarke assume any obligation to update
publicly or revise forward-looking or other statements contained in this
Announcement, whether as a result of new information, future events or
otherwise, except to the extent legally required.

 

NO PROFIT FORECASTS OR ESTIMATES

 

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

 

DISCLOSURE REQUIREMENTS OF THE TAKEOVER CODE

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 1%
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(s), 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 Takeover Panel's website at
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 Takeover 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 TClarke Shareholders, persons with information rights and other
relevant persons for the receipt of communications from TClarke may be
provided to Regent during the Offer Period as required 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

 

In accordance with Rule 26.1 of the Code, a copy of this Announcement and the
documents required to be published under Rule 26 of the Code, will be made
available (subject to certain restrictions relating to persons resident in
Restricted Jurisdictions), free of charge, on TClarke's website
at: www.tclarke.co.uk/investors (http://www.tclarke.co.uk/investors)  and on
Regent's website at https://www.regentacquisitions.co.uk
(https://www.regentacquisitions.co.uk/)  by no later than 12:00 noon 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.

 

In accordance with Rule 30.3 of the Code, TClarke Shareholders, persons with
information rights and participants in the TClarke Share Plans may request a
hard copy of this Announcement, free of charge, by contacting TClarke's
registrar, Link Group on 0371 664 0321 or by submitting a request in writing
to Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL. 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. 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. In accordance with Rule 30.3 of the Code, a person so
entitled 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.

 

GENERAL

 

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 or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.

 

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