$2.3 bn DEAL - Platform Specialty PAH Recommended Acquisition of Alent PLC
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 OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
13 July 2015
RECOMMENDED ACQUISITION
OF
ALENT PLC
BY
MACDERMID PERFORMANCE ACQUISITIONS LTD.
a wholly owned subsidiary of
PLATFORM SPECIALTY PRODUCTS CORPORATION
to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
Summary
· The Boards of Platform Specialty Products Corporation ("Platform") and Alent plc ("Alent") are pleased to announce that they have reached agreement on the terms of a recommended offer for the entire issued and to be issued share capital of Alent by MacDermid Performance Acquisitions Ltd ("Bidco"), a wholly owned indirect subsidiary of Platform. Under the terms of the Transaction, each Alent Shareholder will be entitled to receive:
for each Alent Share: 503 pence in cash
· The Transaction will also include a Partial Share Alternative under which eligible Alent Shareholders can elect to receive New Platform Shares in lieu of part or all of the cash consideration to which they would otherwise be entitled under the Transaction (subject to pro rating in accordance with the terms of the Partial Share Alternative). The Partial Share Alternative is limited to the issue of New Platform Shares in respect of 58,432,694 Alent Shares, representing approximately 21.9 per cent. of Alent's entire issued share capital at close of business on 10 July 2015 (being the last Business Day before the date of this Announcement). To the extent that elections for New Platform Shares under the Partial Share Alternative cannot be satisfied in full, they will be scaled down as nearly as reasonably practicable pro rata to the size of such elections. Based on the volume weighted average share price of $24.76 per Platform Share on 10 July 2015 (being the last Business Day before the date of this Announcement) and applying the USD:GBP exchange rate quoted by Bloomberg on the same date, the Partial Share Alternative values each Alent Share at 503 pence. Based on the Closing Price of $25.14 per Platform Share on 10 July 2015 (being the last Business Day before the date of this Announcement) and applying the same USD:GBP exchange rate, the Partial Share Alternative values each Alent Share at 504.7 pence (assuming full take up by each Alent Shareholder under the Partial Share Alternative).
· Platform and Bidco have received an irrevocable undertaking from Cevian, the largest shareholder in Alent, to elect for the Partial Share Alternative in respect of its entire beneficial holding of 58,432,694 Alent Shares (subject to offsetting elections made by other Alent Shareholders), representing 21.9 per cent. of Alent's issued share capital at close of business on 10 July 2015 (being the last Business Day before the date of this Announcement).
· Accordingly, if no Alent Shareholders apart from Cevian elect for the Partial Share Alternative, Cevian will be issued the full amount of New Platform Shares available under the Partial Share Alternative.
· The Transaction values Alent's entire issued and to be issued share capital at approximately £1,351 million (US$2,096 million) and represents:
- a premium of approximately 49 per cent. to the Closing Price of 337.7 pence per Alent Share on 10 July 2015 (being the last Business Day before the date of this Announcement);
- a premium of approximately 37 per cent. to the volume weighted average share price of 368.2 pence per Alent Share over the three month period prior to the date of this Announcement; and
- an Enterprise Value of 13.9x Alent's EBITDA for the year ended 31 December 2014.
· Alent will not pay an interim dividend for the six months ended 30 June 2015.
· Under the terms of the Transaction, Platform and Bidco have agreed that Alent Shareholders will be entitled to receive a final dividend for the financial year to 31 December 2015 of up to the 2015 Final Dividend, without any reduction in the Transaction Price per Alent Share payable under the Transaction, on the terms set out in paragraph 11 of this Announcement. If any dividend or other distribution is authorised, declared, made or paid in respect of the Alent Shares on or after the date of this Announcement and prior to the Effective Date, other than the 2015 Final Dividend, or in excess of the 2015 Final Dividend, Platform and Bidco reserve the right to reduce the Transaction Price per Alent Share by the amount of all or part of any such excess, in the case of the 2015 Final Dividend, or otherwise by the amount of all or part of any such dividend or other distribution.
· The Platform Directors, having reviewed and analysed the potential benefits of the Transaction, based on their experience of operating in the sector and taking into account the factors the Platform Group can influence, believe that the Combined Group, comprising both Platform and Alent in their entirety, will be able to achieve annual pre-tax cost synergies of at least US$50 million as a result of the Transaction. Platform expects these synergies to be phased in over the three years after the Transaction has completed.
· The Alent Directors, who have been so advised by Rothschild as to the financial terms of the Transaction, consider the terms of the Transaction to be fair and reasonable. In providing advice to the Alent Directors, Rothschild has taken into account the commercial assessments of the Alent Directors.
· Accordingly, the Alent Directors intend to recommend unanimously that Alent Shareholders vote in favour of the Scheme and the associated resolutions to be proposed at the Court Meeting and the Alent General Meeting, as Alent Directors with beneficial holdings have irrevocably undertaken to do, or procure, in respect of their own beneficial holdings of 110,751 Alent shares representing, in aggregate, approximately 0.04 per cent. of Alent's issued share capital at close of business on 10 July 2015 (being the last Business Day before the date of this Announcement).
· In addition, Platform and Bidco have received an irrevocable undertaking from Cevian to vote in favour of the Scheme and the associated resolutions to be proposed at the Court Meeting and the Alent General Meeting in respect of its entire beneficial holding of 58,432,694 Alent Shares, representing 21.9 per cent. of Alent's issued share capital at close of business on 10 July 2015 (being the last Business Day before the date of this Announcement).
· Further details of the irrevocable undertakings are set out below in paragraph 14 and Appendix 3 to this Announcement, including the circumstances in which the irrevocable undertakings cease to be binding.
· It is intended that the Transaction will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
· The Transaction is subject to the satisfaction or waiver of the Conditions and further terms that are set out in Appendix 1 to this Announcement and will be set out in the Scheme Document. The Conditions include the receipt of various antitrust approvals and other regulatory consents in a number of jurisdictions, as further described in paragraph 17 of this Announcement.
· The Scheme Document, which will also contain further information about the Transaction, including the Scheme, is expected to be published as soon as practicable and, in any event, within 28 days of the date of this Announcement (unless Alent and Bidco otherwise agree, and the Panel consents, to a later date). The Scheme Document will also contain notices of the Court Meeting and the Alent General Meeting and the expected timetable for the Transaction, and will specify the action to be taken by Scheme Shareholders.
· Credit Suisse is acting as financial adviser and is providing committed financing to Platform in relation to the Transaction. Rothschild is acting as lead financial adviser and Rule 3 adviser to Alent in relation to the Transaction. UBS is acting as financial adviser and corporate broker to Alent in relation to the Transaction. Liberum is acting as corporate broker to Alent in relation to the Transaction.
Commenting on today's Announcement, Martin Franklin, Chairman of Platform, said:
"The proposed acquisition of Alent marks a further step in the Platform strategy of building a portfolio of best-in-class 'Asset-Lite, High-Touch' businesses in the specialty chemicals industry. This business and acquisition fits well within our stated objectives, and we are compelled by the value creation the combination may generate. The creation of Platform was the catalyst that created an environment where the Alent transaction could take place. That's what Platform is all about. Alent is a terrific fit and rebalances the portfolio as we continue to build the company."
Commenting on today's Announcement, Daniel Leever, Chief Executive Officer, of Platform said:
"Alent is a strong complement to Platform's founding asset MacDermid, and I am excited to see it become a part of the Platform family. We have a long history with Alent and its predecessor company, and these are assets we know well. We believe the synergy potential is significant as is our combined ability to deliver better technology and service to our customers. Alent will far enhance the breadth, depth and overall footprint of Platform's Performance Applications segment. Alent's Enthone division represents a perfect partner as we continue to grow and build MacDermid whilst Alent's Alpha division adds several new high return positions to our portfolio. This latest acquisition further underlines the Platform 'Asset-Lite, High-Touch' thesis and the strength of our long-term growth story."
Commenting on today's Announcement, Andrew Heath, Chief Executive of Alent, said:
"Since the successful demerger of Alent at the end of 2012, our market leading businesses have outperformed their end-markets and delivered increasing returns. Major steps have been taken to improve efficiency together with investments in facilities and R&D to support future growth. In addition, our Investment for Growth strategy announced earlier this year, positions Alent to deliver long-term growth and sustainable margin improvement. The significant premium being offered by Platform recognises the progress Alent has made, the opportunities in front of us and the overall quality of the business, whilst also presenting a clear opportunity for our shareholders to realise the full value of their investment earlier.
I said when I joined Alent that it is a strong business, at the heart of which is a tremendous technical capability that has been built up by the knowledge, passion and enthusiasm of our people around the world. The combination with Platform, drawing on the best of both that Alent and Platform have to offer, is a compelling proposition which I believe will be better able to serve customers and provide even greater opportunities for our employees. Our Board is unanimous in its recommendation of the proposed Transaction."
This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including the Appendices). The Transaction will be subject to the Conditions and certain further terms set out in Appendix 1 and to the full terms and conditions which will be set out in the Scheme Document, including the sanction of the Scheme by the Court. Appendix 2 contains sources and bases of certain information contained in this Announcement. Details of irrevocable undertakings received by Platform are set out in Appendix 3. Certain terms used in this Announcement are defined in Appendix 4.
A copy of this Announcement is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Platform's website at http://ir.platformspecialtyproducts.com/announcement.com and on Alent's website at www.alent.com.
Analyst and investor call
A webcast/dial-in conference call for analysts and investors will be held at 8:00 a.m. Eastern Time today to discuss this Announcement. To access the call, please dial +1 (855) 357-3116 (US), +44 (0) 20 3107 0289 (UK), or +1 (484) 365-2867 (international) - Conference ID: 84187721. A copy of the related investor presentation will be able to be found athttp://ir.platformspecialtyproducts.com/announcement.com.
Enquiries
IMPORTANT NOTICES
Credit Suisse, which is authorised and regulated in the UK by the FCA and the PRA, is acting exclusively as financial adviser to Platform and Bidco and no one else in connection with the matters described in this Announcement, and will not be responsible to anyone other than Platform and Bidco for providing the protections afforded to clients of Credit Suisse nor for providing advice in relation to the matters referred to in this Announcement. Neither Credit Suisse nor any of its subsidiaries, branches or 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 Credit Suisse in connection with this Announcement, any statement contained herein or otherwise.
Rothschild, which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting exclusively for Alent and no one else in connection with the Transaction, and will not be responsible to anyone other than Alent for providing the protections afforded to clients of Rothschild nor for providing advice in connection with the Transaction or any other matters referred to in this Announcement.
UBS, which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting exclusively for Alent and no one else in connection with the Transaction, and will not be responsible to anyone other than Alent for providing the protections afforded to clients of UBS nor for providing advice in connection with the Transaction or any other matters referred to in this Announcement.
Liberum, which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting exclusively for Alent and no one else in connection with the Transaction, and will not be responsible to anyone other than Alent for providing the protections afforded to clients of Liberum nor for providing advice in connection with the Transaction 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 any offer or invitation, or the solicitation of an offer, to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise. The Transaction will be implemented solely pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction. Any vote or other action in respect of the Transaction should be made only on the basis of the information in the Scheme Document.
Bidco reserves the right to elect, with the consent of the Panel and subject to the terms of the Co-operation Agreement, to implement the Transaction by way of a Takeover Offer. In such event, such Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Transaction, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 90 per cent. (or such lesser percentage, as Platform may decide) (i) in nominal value of the shares to which such Offer would relate; and (ii) of the voting rights attached to those shares, and that is subject to Bidco and/or (with the consent of the Panel) any members of the Platform Group having acquired or agreed to acquire, whether pursuant to the Offer or otherwise, shares carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of Alent, including, for this purpose, any such voting rights attaching to Alent Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.
Information relating to Alent Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Alent Shareholders, persons with information rights and other relevant persons for the receipt of communications from Alent may be provided to Platform and Bidco during the Offer Period as required under Section 4 of Appendix 4 of the City Code.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and the United States may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and the United States should inform themselves about, and observe, any applicable requirements.
In particular, the ability of persons who are not resident in the United Kingdom or the United States to vote their Alent Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This Announcement has been prepared for the purpose of complying with English law and the City 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.
No person may vote in favour of the Transaction by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Transaction 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. If the Transaction is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the 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, email 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 Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. The availability of New Platform Shares under the Partial Share Alternative to Alent Shareholders who are not resident in the United Kingdom or the United States 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 legal or regulatory requirements.
Further details in relation to Alent Shareholders in overseas jurisdictions will be contained in the Scheme Document.
Additional information for US investors
The Transaction relates to the shares of an English company and is expected to be made by means of a scheme of arrangement provided for under Part 26 of the Companies Act. The Transaction is not subject to the tender offer rules or the proxy solicitation rules under the Exchange Act. Accordingly, the Transaction is subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company in England listed on the London Stock Exchange, which differ from the disclosure requirements of US tender offer and proxy solicitation rules. Any financial statements or other financial information included in this Announcement have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The New Platform Shares to be issued under the Transaction have not been and are not expected to be registered under Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Platform Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an exemption therefrom. It is expected that the New Platform Shares will be issued in reliance upon an exemption from the registration requirements of the Securities Act set forth in Section 3(a)(10) thereof. Alent Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the Securities Act) of Platform or Alent prior to, or of Platform after, the Effective Date will be subject to certain US transfer restrictions relating to the New Platform Shares received pursuant to the Scheme.
Bidco reserves the right, subject to the prior consent of the Panel and the terms of the Co-operation Agreement, to elect to implement the Acquisition by way of a takeover offer (as such term is defined in the Companies Act). Any securities to be issued in connection with such Acquisition may be issued in reliance on an exemption from the registration requirements of, or, alternatively, registered under, the Securities Act. If, in the future, Bidco exercises its right to implement the Acquisition by way of a takeover offer in which New Platform Shares are to be issued and in a manner that is not exempt from the registration requirements of the Securities Act, Platform will file a registration statement with the SEC that will contain a prospectus with respect to the issuance of New Platform Shares. In this event, shareholders of Alent are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information, and such documents will be available free of charge at the SEC's website at www.sec.gov or by directing a request to Platform's contact for enquiries identified above.
If the Transaction is implemented by way of the Offer, it will be done in compliance with the applicable tender offer rules under the Exchange Act, including Section 14(e) of the Exchange Act and Regulation 14E thereunder. Platform, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Alent outside such Offer during the period in which such Offer would remain open for acceptance. 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 Exchange Act.
None of the securities referred to in this Announcement have been approved or disapproved by the SEC, 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.
Nothing in this Announcement shall be deemed an acknowledgement that any SEC filing is required or that an offer requiring registration under the Securities Act may ever occur in connection with the Transaction.
Alent is incorporated under the laws of England and Wales. In addition, some or all of its officers and directors reside outside the United States, and some or all of its assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Alent or its officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue Alent or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.
Forward looking statements
This Announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of the Wider Alent Group and the Wider Platform Group and certain plans and objectives of Bidco and Platform with respect to the Combined 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", "believe", "expect", "estimate", "intend", "plan", "goal", "hope", "aims", "continue", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by Alent and/or Bidco and/or Platform 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 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 and developments to differ materially from those expressed in or implied by such forward-looking statements. 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. None of Alent, Platform or Bidco assume 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.
No profit forecast or estimates
No statement in this Announcement (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period. No statement in this Announcement should be interpreted to mean that earnings per Platform Share or per Alent Share for the current or future financial years would necessarily match or exceed the historical published earnings per Platform Share or per Alent Share.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 Takeover Code, any person who is, or becomes, interested in 1 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 pm (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.
Shares in issue
In accordance with Rule 2.10 of the Code, Alent confirms that, as at the date of this Announcement, it has 266,353,736 ordinary shares of 105/11 pence each in issue and admitted to trading on the main market of the London Stock Exchange. The International Securities Identification Number for the ordinary shares is GB00BQ1XTV39.
In accordance with Rule 2.10 of the Code, Platform confirms that, as at the date of this Announcement, it has the following shares in issue: 210,861,144 shares of Common Stock at a par value of US$0.01 per share, 2,000,000 shares of Series A Preferred Stock and 600,000 shares of Series B Convertible Preferred Stock. The International Securities Identification Number for the shares of Common Stock trading on the New York Stock Exchange is US72766Q1058.
Publication on Website
This Announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Platform's website at http://ir.platformspecialtyproducts.com/announcement.com and Alent's website at www.alent.com by no later than 12 noon on the Business Day following this Announcement.
Market flex terms have been agreed under Bidco's bridge loan facility entered into in connection with Bidco's financing of the Transaction. The market flex terms will be put on display on www.platformspecialtyproducts.com, or the relevant final financing terms disclosed, on the earlier of (i) completion of syndication of the bridge loan facility and (ii) if syndication is not completed on the date on which the Scheme Document is published, the date of the Scheme Document.
Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks it is incorporated into, or forms part of, this Announcement.
You may request a hard copy of this Announcement by contacting Rothschild on +44 20 7280 5000. You may also request that all future documents, announcements and information to be sent to you in relation to the Transaction should be in hard copy form.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Time
All times shown in this Announcement are London times, unless otherwise stated.