NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
21 July 2010
RECOMMENDED CASH OFFER
FOR
SSL INTERNATIONAL PLC
BY
RECKITT BENCKISER PLC,
A WHOLLY-OWNED SUBSIDIARY
OF RECKITT BENCKISER GROUP PLC
Summary of the Offer
· The boards of Reckitt Benckiser Group plc ("Reckitt Benckiser") and SSL International plc ("SSL") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Reckitt Benckiser plc, a wholly-owned subsidiary of Reckitt Benckiser, to acquire the entire issued and to be issued share capital of SSL (the "Offer").
· SSL is a focused consumer products company with leading global brands such as Durex and Scholl, as well as a portfolio of local brands.
· Reckitt Benckiser is a world leader in household and health & personal care. The acquisition of SSL provides Reckitt Benckiser with an attractive opportunity to increase its presence in the health & personal care sector.
· Under the terms of the Offer, SSL Shareholders will be entitled to receive 1163 pence in cash per SSL Share (the "Offer Price") and will also remain entitled to receive the proposed final dividend of 8 pence per share in respect of the year ended 31 March 2010 (the "SSL Dividend"), representing, in aggregate, 1171 pence per SSL Share.
· The Offer Price plus the SSL Dividend values SSL's fully diluted share capital at approximately £2,540 million.
· The Offer provides SSL Shareholders with a compelling opportunity to realise full value up front for their investment in SSL in cash.
· The Offer Price plus the SSL Dividend represents:
o a premium of approximately 32.8 per cent. to the closing price of 882 pence per SSL Share on 20 July 2010, being the last business day prior to the Announcement Date;
o a premium of approximately 39.3 per cent. to the average closing price of approximately 840.7 pence per SSL Share for the one month period to 20 July 2010; and
o a premium of approximately 44.7 per cent. to the average closing price of approximately 809.3 pence per SSL Share for the six month period to 20 July 2010.
· The SSL Directors, who have been so advised by J.P. Morgan Cazenove and Lazard, consider the terms of the Offer to be fair and reasonable. In providing their advice to the SSL Directors, J.P. Morgan Cazenove and Lazard have taken into account the commercial assessments of the SSL Directors. Accordingly, the SSL Directors intend to recommend unanimously that SSL Shareholders accept the Offer, as they have irrevocably undertaken to do in respect of their own beneficial holdings of SSL Shares amounting to, in aggregate, 1,723,426 issued and to be issued SSL Shares and representing approximately 0.8 per cent. of the fully diluted share capital of SSL.
Commenting on the Offer, Bart Becht, Chief Executive Officer of Reckitt Benckiser, said:
"The acquisition of SSL will provide a step change to Reckitt Benckiser's global health & personal care business, which has been a key driver of Reckitt Benckiser's net revenue growth and profit progression. It is anticipated that the acquisition will increase Reckitt Benckiser's health & personal care net revenues by over 36 per cent. to approximately £2.8 billion, one third of the Group's total net revenues.
The acquisition will add two new Powerbrands, with good further growth potential, to Reckitt Benckiser's current arsenal, making 19 Powerbrands in total. Durex, in the sexual wellbeing category, is the global number one condom brand and Scholl is the market leader in the footcare category in many of the markets where it is present.
Underlying growth of SSL's branded consumer business was 4 per cent. in its last financial year. We believe that we could drive further growth in the acquired business, especially Durex and Scholl, by investing in SSL and Reckitt Benckiser's proven innovation and brand building capabilities and by taking advantage of our greater distribution strength.
The acquisition of SSL will also materially enhance the scale and critical mass of Reckitt Benckiser's businesses in China and Japan.
We expect cost synergies in the region of £100 million per annum from the combined group by the end of 2012, resulting in an improved margin profile for the acquired business. This, combined with the good growth potential of the SSL business, makes it an attractive acquisition for Reckitt Benckiser's shareholders. Excluding restructuring charges, the deal is expected to be immediately earnings enhancing for Reckitt Benckiser'[1]."
Commenting on the Offer, Gerald Corbett, Chairman of SSL, said:
"In the last five years, product development, cost control, improvement to systems and supply chains and well judged acquisitions have trebled SSL's profits. Garry Watts (our CEO), his management team and every SSL employee around the world can be truly proud of what has been achieved. This offer is some four times the level of SSL's share price five years ago. I believe few shares in investors' portfolios have done as well. Reckitt Benckiser is a well regarded company and I am sure our brands and people will be in good hands."
Information on SSL
· SSL is a focused consumer products company with leading global brands such as Durex and Scholl, as well as a portfolio of local brands.
· SSL is the global leader in condoms for both safe and more pleasurable sex. Its two major condom brands are Durex and Contex.
· Scholl is the footcare leader in many of the markets where it is present and is owned by SSL in many markets outside of North America and Latin America. Scholl is also a leading player in comfort footwear.
· SSL's local brands, sold predominantly in Europe, include Mister Baby, Sauber, Silkoplast, Meltus, Medised and Paramol.
· SSL has operations in over 30 countries across Europe, Asia Pacific and the Americas, sells into over 100 countries worldwide, and has manufacturing operations in India, Thailand, China and the UK. SSL employs approximately 10,000 people globally.
· For the year ended 31 March 2010, SSL reported sales of £802.5 million and operating profit of £126.0 million. In the same period, SSL achieved reported sales growth of 24.9 per cent. with 4.1 per cent. underlying growth for its branded consumer business and 1.8 per cent. underlying growth for the overall business.
· SSL's net debt of £41.1 million as at 31 March 2010 has since been impacted by the acquisition of a further 24.7 per cent. of BLBV, the holding company for its Russian operations, for a cash cost of £144.0 million, the completion of the acquisition of the Rosetex brand for £3.8 million and the payment of deferred consideration in relation to the acquisition of the Orthaheel brand for £25.3 million.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will be available on Reckitt Benckiser's website (www.rb.com/investors-media) and on SSL's website (www.ssl-international.com) by no later than 12 noon on 22 July 2010.
This summary should be read in conjunction with the full text of the attached announcement (including its appendices).
Enquiries: |
|
Reckitt Benckiser |
+44 (0) 1753 217 800 |
Joanna Speed, Investor Relations Director (investor and analyst calls) Andraea Dawson-Shepherd, Global Director of Corporate Communication (press calls) |
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Deutsche Bank (Financial Adviser and Corporate Broker to Reckitt Benckiser) |
+44 (0) 20 7545 8000 |
Nigel Meek, Omar Faruqui Nick Bowers, Mumtaz Naseem (Corporate Broking) |
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Brunswick (PR Adviser to Reckitt Benckiser) |
+44 (0) 20 7404 5959 |
David Litterick, Teresa Bianchi |
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SSL |
+44 (0) 20 7367 5760 |
Gerald Corbett, Chairman |
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Garry Watts, Chief Executive Officer |
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J.P. Morgan Cazenove (Joint Financial Adviser and Joint Corporate Broker to SSL) |
+44 (0) 20 7588 2828 |
Malcolm Moir, James Mitford, Julia Thomas |
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Lazard (Joint Financial Adviser to SSL) |
+44 (0) 20 7187 2000 |
William Rucker, Melanie Gee Alexis de Rosnay, Vasco Litchfield |
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Credit Suisse (Joint Corporate Broker to SSL) |
+44 (0) 20 7888 8888 |
George Maddison, Charles Donald, Tristan Lovegrove |
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Maitland (PR Adviser to SSL) |
+44 (0) 20 7379 5151 |
William Clutterbuck, Brian Hudspith |
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IMPORTANT NOTICES
This announcement does not constitute an offer or an invitation to purchase any securities. The Offer will be made solely by means of the Offer Document and the acceptance forms accompanying the Offer Document, which will contain the full terms and conditions of the Offer including details of how it may be accepted.
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the Financial Services Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Financial Services Authority are available on request. Deutsche Bank AG, London Branch is acting for Reckitt Benckiser and no one else in connection with the Offer and will not be responsible to anyone other than Reckitt Benckiser for providing the protections afforded to clients of Deutsche Bank AG, London Branch nor for providing advice in connection with the Offer.
J.P. Morgan plc, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as joint independent financial adviser to SSL and no one else in connection with the Offer and will not be responsible to anyone other than SSL for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matter referred to in this announcement.
Lazard, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as joint independent financial adviser to SSL and no one else in connection with the Offer and will not be responsible to anyone other than SSL for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this announcement.
Credit Suisse, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for SSL and no one else in connection with the Offer and will not be responsible to anyone other than SSL for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matter referred to in this announcement.
The availability of the Offer to SSL 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 or the United States should inform themselves of, and observe, any applicable requirements.
The Offer will not be made, directly or indirectly, in or into and will not be capable of acceptance in or from a Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction. Persons receiving this announcement and all documents relating to the Offer, including custodians, nominees and trustees, should observe these restrictions and should not send or distribute documents in, from or into Restricted Jurisdictions as doing so may invalidate any purported acceptance of the Offer.
The receipt of cash pursuant to the Offer by SSL Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each SSL Shareholder is urged to consult his independent professional adviser regarding the tax consequences of acceptance of the Offer.
Dealing disclosure requirements
Under Rule 8.3(a) of the City 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 paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 paper 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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on websites
A copy of this announcement will shortly be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Reckitt Benckiser's website at www.rb.com/investors-media and on the SSL website at www.ssl-international.com during the course of the Offer.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the City Code, SSL confirms that, as at the close of business on 20 July 2010 it had 213,230,244 ordinary shares of 10 pence each in issue, all with equal voting rights. The total number of voting rights in SSL is therefore 213,230,244. The International Securities Identification Number for the SSL ordinary shares is GB0007981128.
Notice to US holders of SSL Shares
The Offer is being made for securities of a UK company and SSL Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the City Code and UK disclosure requirements, format and style, all of which differ from those in the United States. SSL's financial statements, and all financial information that is included in this announcement or that may be included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with United Kingdom generally accepted accounting principles and International Financial Reporting Standards and may not be comparable to financial statements of United States companies.
The Offer will be made in the United States pursuant to applicable US tender offer rules and securities laws and otherwise in accordance with the requirements of the City Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.
SSL, Reckitt Benckiser plc and Reckitt Benckiser Group plc are all companies incorporated under the laws of England and Wales. Most of the directors of these companies are residents of countries other than the United States. Substantially all of the assets of SSL and Reckitt Benckiser plc and a majority of the assets of Reckitt Benckiser Group plc are located outside the United States. As a result, it may not be possible for SSL Shareholders in the United States to effect service of process within the United States upon SSL, Reckitt Benckiser Group plc or Reckitt Benckiser plc or their respective officers or directors or to enforce against any of them judgements of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue SSL, Reckitt Benckiser Group plc or Reckitt Benckiser plc or their respective officers or directors in a non-US court for violations of the US securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on the civil liability provisions of US federal securities laws.
In accordance with the City Code and normal UK market practice and pursuant to Rule 14e-5(b) under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), Reckitt Benckiser or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, SSL Shares outside the United States, otherwise than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the City Code and the rules of the London Stock Exchange. In addition, in accordance with the City Code, normal UK market practice and Rule 14e-5(b) of the Exchange Act, Deutsche Bank AG, London Branch will continue to act as exempt principal traders in SSL securities on the London Stock Exchange. These purchases may occur in the open market or as privately negotiated transactions. Information regarding such purchases and activities by exempt principal traders which is required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
Forward Looking Statements
This document includes certain "forward-looking statements". These statements are based on the current expectations of the management of SSL and Reckitt Benckiser (as the case may be) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects on SSL or Reckitt Benckiser of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in this document other than historical facts. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Reckitt Benckiser's or SSL's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Reckitt Benckiser's or SSL's business. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Neither SSL nor Reckitt Benckiser undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
21 July 2010
RECOMMENDED CASH OFFER
FOR
SSL INTERNATIONAL PLC
BY
RECKITT BENCKISER PLC,
A WHOLLY-OWNED SUBSIDIARY
OF RECKITT BENCKISER GROUP PLC
The boards of Reckitt Benckiser Group plc ("Reckitt Benckiser") and SSL International plc ("SSL") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Reckitt Benckiser plc, a wholly-owned subsidiary of Reckitt Benckiser, to acquire the entire issued and to be issued share capital of SSL (the "Offer").
Under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix 1 and to be set out in the Offer Document, SSL Shareholders shall be entitled to receive 1163 pence in cash for each SSL Share (the "Offer Price") and will also remain entitled to receive the proposed final dividend of 8 pence per share in respect of the year ended 31 March 2010 (the "SSL Dividend"), representing, in aggregate, 1171 pence per SSL Share.
The Offer Price plus the SSL Dividend represents:
· a premium of approximately 32.8 per cent. to the closing price of 882 pence per SSL Share on 20 July 2010, being the last business day prior to the Announcement Date;
· a premium of approximately 39.3 per cent. to the average closing price of approximately 840.7 pence per SSL Share for the one month period to 20 July 2010; and
· a premium of approximately 44.7 per cent. to the average closing price of approximately 809.3 pence per SSL Share for the six month period to 20 July 2010.
The Offer Price plus the SSL Dividend values SSL's fully diluted share capital at approximately £2,540 million.
Reckitt Benckiser has received irrevocable undertakings to accept the Offer from all of the SSL Directors in respect of their entire beneficial holdings of SSL Shares amounting to, in aggregate, 1,723,426 issued and to be issued SSL Shares and representing approximately 0.8 per cent. of the fully diluted share capital of SSL.
Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.
Reckitt Benckiser is a FTSE 25 company, a world leader in household and health & personal care and is the global number one or number two in the majority of its fast-growing categories, driven by an exceptional rate of innovation. The Group has a strong portfolio led by 17 global Powerbrands: Finish, Lysol, Dettol, Vanish, Woolite, Calgon, Airwick, Harpic, Cillit Bang, Mortein, Veet, Nurofen, Clearasil, Strepsils, Gaviscon, Mucinex and French's, together accounting for approximately 70 per cent. of its net revenues in 2009.
Headquartered in the United Kingdom, Reckitt Benckiser employs approximately 24,900 people worldwide, and has operations in over 60 countries and sales in approximately 180 countries.
For the year ended 31 December 2009, Reckitt Benckiser reported sales of £7,753 million and operating profit of £1,891 million.
SSL is a focused consumer products company with leading global brands such as Durex and Scholl, as well as a portfolio of local brands. SSL is the global leader in condoms for both safe and more pleasurable sex. Its two major condom brands are Durex andContex.
Scholl is the leading footcare brand in many of the markets where it is present and is owned by SSL in many markets outside of North America and Latin America. Scholl is also a leading player in comfort footwear.
SSL's local brands, sold predominantly in Europe, include Mister Baby, Sauber, Silkoplast, Meltus, Medised and Paramol.
SSL has operations in over 30 countries across Europe, Asia Pacific and the Americas, sells into over 100 countries worldwide, and has manufacturing operations in India, Thailand, China and the UK. SSL employs approximately 10,000 people globally.
For the year ended 31 March 2010, SSL reported sales of £802.5 million, operating profit of £126.0 million and gross assets of £913.0 million. During the year ended 31 March 2010, SSL's reported sales increased by 24.9 per cent. with underlying growth of its branded consumer sales at 4.1 per cent. and the underlying total business at 1.8 per cent. SSL's net debt of £41.1 million as at 31 March 2010 has since been impacted by the acquisition of a further 24.7 per cent. of BLBV, the holding company for its Russian operations, for a cash cost of £144.0 million, the completion of the acquisition of the Rosetex brand for £3.8 million and the payment of the deferred consideration in relation to the acquisition of the Orthaheel brand for £25.3 million.
The acquisition of SSL will provide a step change in Reckitt Benckiser's global health & personal care business, a key driver of Reckitt Benckiser's net revenues and profit growth. For the year to 31 December 2009, underlying growth of the Reckitt Benckiser Group's health & personal care net revenues was approximately 14 per cent. on a constant exchange rate basis, compared to a net revenue growth rate for the total Reckitt Benckiser business of 8 per cent. for the same period on a constant exchange rate basis. Health & personal care currently accounts for approximately 27 per cent. of the Group's net revenues, which amounts to £7.8 billion for the year to 31 December 2009. It is anticipated that the acquisition would increase Reckitt Benckiser's health & personal care net revenues by over 36 per cent. to approximately £2.8 billion, one third of the Reckitt Benckiser Group's total net revenues.
SSL's branded consumer business grew by 4.1 per cent. on an underlying basis in the year to 31 March 2010, with Durex growing at 4.8 per cent. and Scholl at 5.7 per cent. Reckitt Benckiser believes that it can drive further growth in SSL's business by investing in SSL's proven innovation and brand building capabilities, strongly focused on Durex / Contex and Scholl, and by taking advantage of Reckitt Benckiser's greater distribution strength.
The acquisition of SSL will also deliver a step change to Reckitt Benckiser's critical mass in the two key East Asia markets of China and Japan, substantially increasing the scale of Reckitt Benckiser's businesses in those markets.
Reckitt Benckiser expects that the acquisition of SSL pursuant to the Offer will lead to opportunities for financial improvement following the integration of SSL and Reckitt Benckiser. Reckitt Benckiser is currently targeting post-integration cost synergies of £100 million per annum as a result of the Offer by the end of 2012, which it expects will result in an improved margin profile for the SSL business. These savings are expected to derive from removing commercial and administrative overlaps and from certain procurement synergies. Reckitt Benckiser will incur a restructuring charge in respect of the cost of the necessary reorganisation to integrate the businesses and the removal of commercial and administrative overlaps to achieve the targeted cost synergies, along with some further restructuring in the enlarged group.
The acquisition of SSL will add two new Powerbrands, with good further growth potential, to Reckitt Benckiser's current arsenal, making 19 Powerbrands in total. Durex, in the sexual wellbeing category, is the global number one condom brand and Scholl is the market leader in the footcare category in many of the markets where it is present. Reckitt Benckiser will also undertake an assessment of the growth potential and strategic fit of SSL's portfolio of local brands as part of the integration process.
The SSL Directors, who have been so advised by J.P. Morgan Cazenove and Lazard, consider the terms of the Offer to be fair and reasonable. In providing their advice, J.P. Morgan Cazenove and Lazard have taken into account the commercial assessments of the SSL Directors.
Accordingly, the SSL Directors intend to recommend unanimously that SSL Shareholders accept the Offer, as they have irrevocably undertaken to do in respect of their own beneficial shareholdings of SSL Shares (representing approximately 0.8 per cent. of the fully diluted share capital of SSL). Further details of these undertakings are set out in Appendix 3.
Over the past five years, SSL has been transformed into a focused consumer products company with leading global brands, Durex and Scholl. As SSL grew and consolidated its position in the global sexual wellbeing, footcare and footwear markets, it has also succeeded in reinventing and reinvigorating these categories. SSL is now one of the leading global consumer brands companies.
Over the same period, SSL has expanded its geographical footprint and presence in emerging markets through selected strategic and value-enhancing acquisitions, such as the acquisition of an additional stake in BLBV in Russia and Gainbridge in the Ukraine and the acquisition of its Chinese joint venture partner, Qingdao London Durex. SSL has tripled operating profit and achieved compounded annual EPS growth of over 27 per cent. during the last five years.
The SSL Directors believe that SSL is well positioned today to continue its strategy of geographic and portfolio expansion based on its robust platform in the sexual wellbeing, footcare and footwear markets. However, the SSL Directors also believe that the Offer Price plus the SSL Dividend, which amounts to more than four times the level of SSL's share price five years ago, fully recognises the value of this strategy and intend unanimously to recommend that SSL Shareholders accept the Offer.
The cash consideration payable by Reckitt Benckiser under the terms of the Offer can be funded using a new £1.25 billion loan facility and other facilities arranged by HSBC Bank plc, together with Reckitt Benckiser's working capital resources and existing facilities.
Deutsche Bank, financial adviser to Reckitt Benckiser, is satisfied that sufficient resources are available to Reckitt Benckiser to satisfy full acceptance of the Offer.
If the Offer is successful, SSL's management and employees will become part of a substantially larger group and Reckitt Benckiser believes they should have greater opportunities for new challenges and development as a result. Based on the information available to it today, Reckitt Benckiser expects that SSL's management and employees will play an important role in the enlarged group but it is also expected that the integration of Reckitt Benckiser and SSL would lead to the removal of some commercial and administrative overlaps in the enlarged company.
Reckitt Benckiser confirms and has given assurances to the SSL Directors that there would be a fair and open process for the selection of those employees who will continue to play a role in the future of the enlarged group, and that existing employment rights of the SSL Directors, management and employees of SSL will be fully safeguarded following completion of the Offer and that the SSL Group's pension obligations will be fully complied with.
The Offer will extend to all SSL Shares unconditionally allotted or issued to satisfy the exercise of options granted or the vesting of awards under the SSL Share Schemes after the Announcement Date and before the date the Offer closes to acceptances (or such earlier date as Reckitt Benckiser may, subject to the City Code and in accordance with the Conditions and further terms of the Offer, decide).
To the extent that such options are not so exercised, or awards of SSL Shares vest under the terms of the SSL Share Schemes when the Offer becomes or is declared unconditional in all respects, Reckitt Benckiser intends to make appropriate proposals to the holders of such options and awards under the SSL Share Schemes in due course.
As at the close of business on 19 July 2010 (the latest practicable business day prior to the Announcement Date), and save as disclosed below and for the irrevocable undertakings referred to in Appendix 3 of this announcement, neither Reckitt Benckiser, nor any of the directors of Reckitt Benckiser nor, so far as Reckitt Benckiser is aware, any person acting in concert (within the meaning of the City Code) with Reckitt Benckiser has any interest in, owns or has owned or controls or has controlled any SSL Shares or any securities convertible or exchangeable into SSL Shares (including pursuant to any short or long exposure, whether conditional or absolute, to changes in the prices of securities) or any rights to subscribe for or purchase the same, or holds or has held any options (including traded options) in respect of, or has or has had any option to acquire, any SSL Shares or has entered into any derivatives referenced to SSL Shares ("Relevant Shares") which remain outstanding, nor does any such person have or has any such person had any arrangement in relation to Relevant Shares. An "arrangement" for these purposes also includes any indemnity or option arrangement, or any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Shares which may be an inducement to deal or refrain from dealing in such securities, or any borrowing or lending of Relevant Shares that have not been on-lent or sold.
As at close of business on 19 July 2010, being the latest practicable business day prior to the Announcement Date, the following interest was disclosable by Deutsche Bank AG:
Party |
Nature of interest in SSL Shares |
Number of SSL Shares |
Frankfurt Trust Investment Gesellschaft mbH |
Long |
11,000 |
In view of the requirement for confidentiality, Reckitt Benckiser has not been able to ascertain the above information in respect of certain parties acting or deemed to be acting in concert (within the meaning of the City Code) with Reckitt Benckiser for the purposes of the Offer.
Reckitt Benckiser and SSL have entered into the Inducement Fee Agreement which contains, among other things, an inducement fee arrangement and a non-solicitation undertaking. A brief summary of the Inducement Fee Agreement is set out below.
Inducement fee
SSL has agreed that it will pay Reckitt Benckiser an inducement fee of one per cent. of the value of SSL's fully diluted equity share capital by reference to the terms of the Offer, by way of compensation, if after the Announcement Date the Offer is withdrawn or lapses in accordance with its terms and before such withdrawal or lapse (i) the SSL Directors withdraw or adversely modify the terms of their recommendation of the Offer; or (ii) a Third Party Announcement is made and the Third Party Transaction referred to in that announcement, or any other Third Party Transaction announced after the Announcement Date, subsequently becomes or is declared unconditional in all respects or is completed.
Non-solicitation
SSL has also agreed that (i) it will not, and it will procure that no member of the SSL Group, nor their respective representatives, will, directly or indirectly, solicit, initiate, encourage or otherwise seek to procure an Alternative Proposal from any third party; and (ii) it will notify Reckitt Benckiser if any communication, invitation, approach or enquiry, or any request for information, is knowingly received by SSL or any member of the SSL Group from any third party in relation to, or which could lead to, a possible Alternative Proposal, including any request for information received by it under Rule 20.2 of the City Code.
Except as necessary to comply with the fiduciary duties of the SSL Directors, SSL has also agreed to not, directly or indirectly, respond to any unsolicited approach or indication of interest from a third party with respect to an Alternative Proposal.
Right to match
If SSL notifies Reckitt Benckiser of an Alternative Proposal which is a Superior Proposal, SSL has agreed to provide Reckitt Benckiser with reasonable details of such approach and the terms proposed by the relevant third party. SSL has also agreed not to accept, recommend, approve or enter into any agreement to implement such Alternative Proposal; or withhold, withdraw or adversely modify its recommendation in respect of the Offer, until Reckitt Benckiser fails, within three Business Days of being notified of the Superior Proposal, to confirm to SSL that it intends to increase the Offer to a price per share equal to or greater than that provided under the Superior Proposal and to announce such increase of the Offer.
SSL Shareholders will have the ability to withdraw their acceptances only in limited circumstances to the extent permitted by applicable law and the City Code, as will be explained in more detail in the Offer Document.
If the Offer becomes or is declared unconditional in all respects, and acceptances are received from SSL Shareholders who hold at least 75 per cent. of the voting rights attaching to the SSL Shares, Reckitt Benckiser intends to procure that SSL will make an application for the cancellation of the listing of the SSL Shares on the Official List and for the cancellation of trading of the SSL Shares on the London Stock Exchange's market for listed securities.
It is anticipated that the cancellation of listing on the Official List and admission to trading on the London Stock Exchange will take effect no earlier than 20 business days after either (i) Reckitt Benckiser has acquired or agreed to acquire 75 per cent. of the voting rights attaching to the SSL Shares or (ii) the first date of issue of compulsory acquisition notices under Part 28 of the Companies Act 2006, as applicable. Reckitt Benckiser will notify SSL Shareholders when the required 75 per cent. has been attained and confirm that the notice period has commenced and the anticipated date of cancellation. The cancellation of the listing would significantly reduce the liquidity and marketability of any SSL Shares in respect of which the Offer has not been accepted at that time.
If Reckitt Benckiser receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more of the SSL Shares to which the Offer relates, Reckitt Benckiser will exercise its rights pursuant to sections 974 to 991 of the Companies Act 2006 to acquire compulsorily the remaining SSL Shares in respect of which the Offer has not been accepted.
It is also intended that, following the Offer becoming or being declared unconditional in all respects, SSL will be re-registered as a private company under the relevant provisions of the Companies Act 2006.
The distribution of this announcement to, and the availability of the Offer to, persons who are not resident in the United Kingdom or the United States may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of and observe any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to overseas shareholders of SSL will be found in the Offer Document.
This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities, nor is it a solicitation of any vote or approval in any jurisdiction, nor will there be any purchase or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law or regulation.
The Offer will be made in the United States pursuant to applicable US tender offer and securities laws and otherwise in accordance with the requirements of the City Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.
This announcement does not constitute an offer to purchase or an invitation to sell any SSL Shares and any response to the Offer should be made only on the basis of the information contained in the Offer Document.
The Offer Document setting out further details of the Offer, including the Offer timetable, will be posted to SSL Shareholders (other than to persons resident in a Restricted Jurisdiction) within 28 days of this announcement. It is currently expected that, if successful, the Offer would become or be declared unconditional in all respects during the fourth quarter of 2010.
In accordance with applicable US tender offer laws, the Offer will remain open for at least 20 US business days from the date of the Offer Document.
Your attention is drawn to the further information contained in the Appendices which form part of, and should be read in conjunction with, this announcement.
The Offer will be subject to the Conditions and further terms in relation to the Offer set out in Appendix 1 to this announcement and to be set out in the Offer Document. Appendix 2 to this announcement contains further details of the sources of information and bases of calculations set out in this announcement. Appendix 3 to this announcement contains a summary of the irrevocable undertakings given by the SSL Directors. Appendix 4 to this announcement contains definitions of certain expressions in this announcement.
Enquiries: |
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Reckitt Benckiser |
+44 (0) 1753 217 800 |
Joanna Speed, Investor Relations Director (investor and analyst calls) Andraea Dawson-Shepherd, Global Director of Corporate Communication (press calls) |
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Deutsche Bank (Financial Adviser and Corporate Broker to Reckitt Benckiser) |
+44 (0) 20 7545 8000 |
Nigel Meek, Omar Faruqui Nick Bowers, Mumtaz Naseem (Corporate Broking) |
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Brunswick (PR Adviser to Reckitt Benckiser) |
+44 (0) 20 7404 5959 |
David Litterick, Teresa Bianchi |
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SSL |
+44 (0) 20 7367 5760 |
Gerald Corbett, Chairman |
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Garry Watts, Chief Executive Officer |
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J.P. Morgan Cazenove (Joint Financial Adviser and Joint Corporate Broker to SSL) |
+44 (0) 20 7588 2828 |
Malcolm Moir, James Mitford, Julia Thomas |
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Lazard (Joint Financial Adviser to SSL) |
+44 (0) 20 7187 2000 |
William Rucker, Melanie Gee Alexis de Rosnay, Vasco Litchfield |
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Credit Suisse (Joint Corporate Broker to SSL) |
+44 (0) 20 7888 8888 |
George Maddison, Charles Donald, Tristan Lovegrove |
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Maitland (PR Adviser to SSL) |
+44 (0) 20 7379 5151 |
William Clutterbuck, Brian Hudspith |
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IMPORTANT NOTICES
This announcement does not constitute an offer or an invitation to purchase any securities. The Offer will be made solely by means of the Offer Document and the acceptance forms accompanying the Offer Document, which will contain the full terms and conditions of the Offer including details of how it may be accepted.
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the Financial Services Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Financial Services Authority are available on request. Deutsche Bank AG, London Branch is acting for Reckitt Benckiser and no one else in connection with the Offer and will not be responsible to anyone other than Reckitt Benckiser for providing the protections afforded to clients of Deutsche Bank AG, London Branch nor for providing advice in connection with the Offer.
J.P. Morgan plc, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as joint independent financial adviser to SSL and no one else in connection with the Offer and will not be responsible to anyone other than SSL for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matter referred to in this announcement.
Lazard, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as joint independent financial adviser to SSL and no one else in connection with the Offer and will not be responsible to anyone other than SSL for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matters referred to in this announcement.
Credit Suisse, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for SSL and no one else in connection with the Offer and will not be responsible to anyone other than SSL for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matter referred to in this announcement.
The availability of the Offer to SSL 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 or the United States should inform themselves of, and observe, any applicable requirements.
The Offer will not be made, directly or indirectly, in or into and will not be capable of acceptance in or from a Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction. Persons receiving this announcement and all documents relating to the Offer, including custodians, nominees and trustees, should observe these restrictions and should not send or distribute documents in, from or into Restricted Jurisdictions as doing so may invalidate any purported acceptance of the Offer.
The receipt of cash pursuant to the Offer by SSL Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each SSL Shareholder is urged to consult his independent professional adviser regarding the tax consequences of acceptance of the Offer.
Dealing disclosure requirements
Under Rule 8.3(a) of the City 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 paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 paper 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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on websites
A copy of this announcement will shortly be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Reckitt Benckiser's website at www.rb.com/investors-media and on the SSL website at www.ssl-international.com during the course of the Offer.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the City Code, SSL confirms that, as at the close of business on 20 July 2010 it had 213,230,244 ordinary shares of 10 pence each in issue, all with equal voting rights. The total number of voting rights in SSL is therefore 213,230,244. The International Securities Identification Number for the SSL ordinary shares is GB0007981128.
Notice to US holders of SSL Shares
The Offer is being made for securities of a UK company and SSL Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the City Code and UK disclosure requirements, format and style, all of which differ from those in the United States. SSL's financial statements, and all financial information that is included in this announcement or that may be included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with United Kingdom generally accepted accounting principles and International Financial Reporting Standards and may not be comparable to financial statements of United States companies.
The Offer will be made in the United States pursuant to applicable US tender offer rules and securities laws and otherwise in accordance with the requirements of the City Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.
SSL, Reckitt Benckiser plc and Reckitt Benckiser Group plc are all companies incorporated under the laws of England and Wales. Most of the directors of these companies are residents of countries other than the United States. Substantially all of the assets of SSL and Reckitt Benckiser plc and a majority of the assets of Reckitt Benckiser Group plc are located outside the United States. As a result, it may not be possible for SSL Shareholders in the United States to effect service of process within the United States upon SSL, Reckitt Benckiser Group plc or Reckitt Benckiser plc or their respective officers or directors or to enforce against any of them judgements of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue SSL, Reckitt Benckiser Group plc or Reckitt Benckiser plc or their respective officers or directors in a non-US court for violations of the US securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on the civil liability provisions of US federal securities laws.
In accordance with the City Code and normal UK market practice and pursuant to Rule 14e-5(b) under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), Reckitt Benckiser or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, SSL Shares outside the United States, otherwise than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the City Code and the rules of the London Stock Exchange. In addition, in accordance with the City Code, normal UK market practice and Rule 14e-5(b) of the Exchange Act, Deutsche Bank AG, London Branch will continue to act as exempt principal traders in SSL securities on the London Stock Exchange. These purchases may occur in the open market or as privately negotiated transactions. Information regarding such purchases and activities by exempt principal traders which is required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
Forward Looking Statements
This document includes certain "forward-looking statements". These statements are based on the current expectations of the management of SSL and Reckitt Benckiser (as the case may be) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects on SSL or Reckitt Benckiser of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in this document other than historical facts. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Reckitt Benckiser's or SSL's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Reckitt Benckiser's or SSL's business. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Neither SSL nor Reckitt Benckiser undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
Part A: Conditions of the Offer
and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider SSL Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this condition;
and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any SSL Shares having expired, lapsed or been terminated;
Part B: Certain further terms of the Offer
(k) The Offer will be on the terms and will be subject to the Conditions set out in this Appendix 1, those terms which will be set out in the Offer Document and such further terms as may be required to comply with the Listing Rules and the City Code and other applicable law. This announcement does not constitute an offer or invitation to purchase SSL Shares or any other securities.
APPENDIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement:
1. Unless otherwise stated:
· financial information relating to the Reckitt Benckiser Group has been extracted or derived (without any adjustment) from the Reckitt Benckiser Group plc audited annual report and accounts for the year ended 31 December 2009; and
· financial information relating to the SSL Group has been extracted or derived (without any adjustment) from:
o the SSL audited annual report and accounts for the year ended 31 March 2010; and
o the unaudited interim management statement released by SSL on 21 July 2010.
2. The value of the Offer, based on the Offer Price plus the SSL Dividend, is calculated on the basis of the fully diluted number of SSL Shares in issue referred to in paragraph 4 below.
3. As at the close of business on 20 July 2010, being the last business day prior to the Announcement Date, SSL had in issue 213,230,244 ordinary shares (being the number of ordinary shares in issue according to SSL's total voting rights announcement on 30 June 2010 adjusted to include 18,000 options over ordinary shares exercised on 19 July 2010, as confirmed by SSL). The International Securities Identification Number for SSL Shares is GB0007981128.
4. The fully diluted share capital of SSL as at 20 July 2010 (being 216,922,193 SSL Shares) is calculated on the basis of:
· the number of issued SSL Shares referred to in paragraph 3 above; and
· any further SSL Shares which may be issued on or after the Announcement Date on the exercise of options or vesting of awards under the SSL Share Schemes, adjusted for cash proceeds, amounting in aggregate to 3,691,949 SSL Shares as at 20 July 2010. In calculating this figure, it is assumed that (i) options under the SSL International plc Sharesave Plan 2009 are exercised at the end of December 2010 to the maximum extent possible and on the assumption that the monthly contributions payable under the related savings contracts continue to be paid in full, and (ii) any SSL Shares held in the SSL International plc Employee Benefit Trust will be used to satisfy the exercise of options or the vesting of awards under the SSL Share Schemes.
5. Reckitt Benckiser's proportion of health & personal care net revenues in relation to total Reckitt Benckiser Group net revenues is calculated by reference to the audited annual report and accounts of Reckitt Benckiser Group plc for the financial year ended 31 December 2009 on the basis of the following figures:
· £2.1 billion of Health & Personal Care net revenues for 2009; and
· £7.8 billion of total Reckitt Benckiser net revenues for 2009.
6. Unless otherwise stated, all prices and closing prices for SSL Shares are closing middle market quotations derived from the Official List of the London Stock Exchange Daily.
7. The premium calculations to the price per SSL Share have been calculated by reference to:
· a price of 882 pence per SSL Share, being the closing price on 20 July 2010, the last business day prior to the Announcement Date;
· the average closing price per SSL Share of 840.7 pence over the one month period ended 20 July 2010 is derived from data provided by Datastream; and
· the average closing price per SSL Share of 809.3 pence over the six month period ended 20 July 2010 is derived from data provided by Datastream.
8. Underlying growth of SSL's Scholl business for the financial year ended 31 March 2010 is calculated by reference to:
· Scholl footcare underlying revenues of £168.0 million; and
· Scholl footwear underlying revenues of £105.9 million,
as reported in the audited annual report and accounts for SSL for the year ended 31 March 2010; and
· Scholl footcare underlying revenues of £160.6 million; and
· Scholl footwear underlying revenues of £98.6 million,
as reported in the audited annual report and accounts for SSL for the year ended 31 March 2009.
9. Reckitt Benckiser's health & personal care net revenues post acquisition of SSL and the subsequent proportion of Reckitt Benckiser Group 2009 net revenues are calculated with reference to the following figures:
· £2.1 billion of health & personal care net revenues for 2009; and
· £7.8 billion of total Group net revenues for 2009,
as reported in the audited annual report and accounts of Reckitt Benckiser Group plc for the financial year ended 31 December 2009; and
· calendarised SSL Group sales of £758.0 million for the Reckitt Benckiser financial year ended 31 December 2009, unadjusted for the full year impact of the acquisitions of the purchase of the additional BLBV stake in 2010 and Gainbridge Investments Limited, and based on the reported SSL Group sales of:
o £802.5 million of SSL Group sales for the financial year ended 31 March 2010;
o £642.4 million of SSL Group sales for the financial year ended 31 March 2009;
o £390.9 million of SSL Group sales for the six month period ended 30 September 2009; and
o £322.5 million of SSL Group sales for the six month period ended 30 September 2008,
as reported in the audited annual report and accounts of SSL International plc for the financial year ended 31 March 2010 and for the financial year ended 31 March 2009, and the unaudited interim results of SSL International plc for the six month period ended 30 September 2009 and for the six month period ended 30 September 2008.
10. The comparison of the value of the Offer to SSL Group share price performance for the last five years is calculated with reference to:
· the SSL share price of 285 pence per ordinary share as at the close of business on 21 July 2004; and
· the Offer Price plus the SSL Dividend.
11. SSL Group compound annual EPS growth for the last five years is calculated with reference to basic EPS as reported in the SSL audited annual report and accounts for the financial years ended 31 March 2010 and 31 March 2005.
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
The following SSL Directors have given irrevocable undertakings to accept or procure acceptance of the Offer in respect of their own beneficial holdings in issued and to be issued SSL Shares as follows:
Name of SSL Director |
Number of SSL Shares |
Percentage of the fully diluted share capital of SSL (per cent.) |
Garry Watts |
750,409 |
0.346 |
Ian Adamson |
463,635 |
0.214 |
Peter Johnson |
10,000 |
0.005 |
Peter Read |
5,185 |
0.002 |
Richard Adam |
1,553 |
0.001 |
Mark Moran |
492,644 |
0.227 |
TOTAL |
1,723,426 |
0.794 |
The undertakings will remain binding in the event that a higher competing offer for SSL is made and will cease to be binding only if the Offer lapses or is withdrawn or the Offer Document is not posted within 28 days after the Announcement Date (or such longer period as Reckitt Benckiser, with the consent of the Panel, decides).
APPENDIX 4
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise.
"Alternative Proposal" |
an offer for all or any of the issued share capital of SSL or for the whole or any material part of the undertaking, business or assets of SSL or any of its subsidiaries or any proposal involving a scheme of arrangement, reorganisation or recapitalisation of SSL or any of its subsidiaries |
"Announcement Date" |
21 July 2010 |
"Australia" |
the Commonwealth of Australia, its territories and possessions |
"BLBV" |
Beleggingsmaatschappij Lemore BV |
"Business Days" |
means a day on which banks are generally open for business in London (excluding Saturdays, Sundays and public holidays) |
"Canada" |
Canada, its provinces and territories and all areas under its jurisdiction and political sub-divisions thereof |
"City Code" |
the City Code on Takeovers and Mergers |
"Conditions" |
the conditions to the Offer as set out in Part A of Appendix 1 |
"Credit Suisse" |
Credit Suisse Securities (Europe) Limited |
"Deutsche Bank" |
Deutsche Bank AG, London Branch |
"Disclosure Rules" |
the disclosure and transparency rules of the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UK Listing Authority's publication of the same name |
"EFTA" |
European Free Trade Association |
"Inducement Fee Agreement" |
means the agreement between Reckitt Benckiser and SSL entered into on 20 July 2010 containing certain obligations and undertakings in relation to the implementation of the Offer |
"Intellectual Property" |
all industrial and intellectual property rights, whether registered or not, including pending applications for registration of such rights and the right to apply for registration or extension of such rights including: (i) patents (including patentable inventions), trademarks, registered and unregistered designs, copyrights (including copyright in computer software) and database rights: (ii) goodwill and rights in respect of domain names, unique marketing codes, trade, business and company names, colour combinations, logos, slogans, get-up, trade dress, packaging and marketing materials; and (iii) confidential information, trade secrets and know-how |
"Japan" |
Japan, its cities, prefectures, territories and possessions |
"J.P. Morgan Cazenove" |
J.P. Morgan plc which conducts its UK investment banking activities as J.P. Morgan Cazenove |
"Lazard" |
Lazard & Co., Limited |
"Listing Rules" |
the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UK Listing Authority's publication of the same name |
"London Stock Exchange" |
London Stock Exchange plc |
"Offer" |
the recommended cash offer to be made to acquire the SSL Shares on the terms and subject to the Conditions set out in this announcement and to be set out in the Offer Document, including where the context so requires, any subsequent revision, variation, extension or renewal of such offer |
"Offer Document" |
the document to be despatched to SSL Shareholders and others by Reckitt Benckiser containing, amongst other things, the Offer, the Conditions and certain information about Reckitt Benckiser and SSL |
"Offer Price" |
1163 pence per SSL Share |
"Official List" |
means the official list maintained by the UK Listing Authority |
"Panel" |
the Panel on Takeovers and Mergers |
"Reckitt Benckiser" |
Reckitt Benckiser Group plc and/or, where the context so requires, Reckitt Benckiser plc, the wholly-owned subsidiary of Reckitt Benckiser Group plc which will make the Offer |
"Reckitt Benckiser Group" or the "Group" |
Reckitt Benckiser and its subsidiaries and subsidiary undertakings |
"Regulatory Information Service" |
any of the services set out in Appendix 3 to the Listing Rules |
"Restricted Jurisdiction" |
Canada, Australia, Japan and any other jurisdiction into which it would be unlawful to make the Offer |
"SSL" |
SSL International plc, a company registered in England and Wales with the registered number 388828 |
"SSL Directors" |
the directors of SSL International plc as at the Announcement Date |
"SSL Dividend" |
the proposed final dividend of 8.0 pence per share in respect of the year ended 31 March 2010 which, subject to it being approved by SSL Shareholders at the SSL annual general meeting on 22 July 2010, will be paid on 2 September 2010 to those SSL Shareholders on the register of members of SSL at close of business on 6 August 2010 |
"SSL Group" |
SSL and its subsidiaries and subsidiary undertakings |
"SSL Share Schemes" |
any of (i) the SSL International plc Performance Share Plan 2005 (ii) the SSL International plc Sharesave Plan 2009 (iii) the SSL International 1996 Executive Share Option Scheme and (iv) the SSL Sharesave Scheme |
"SSL Shareholders" |
holders of SSL Shares |
"SSL Share(s)" |
means: (i) the existing unconditionally allotted or issued and fully paid ordinary shares of 10 pence each in the capital of SSL; and (ii) any further ordinary shares of 10 pence each in the capital of SSL which are unconditionally allotted or issued and fully paid before the date on which the Offer closes or before such earlier date as Reckitt Benckiser (subject to the City Code) may determine, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances, but excludes any shares held as treasury shares on such date as Reckitt Benckiser may determine before the date on which the Offer closes (which may be a different date to the date referred to in (ii)) |
"Superior Proposal" |
means a bona fide Alternative Proposal which the SSL Directors consider, acting reasonably and in good faith and after consultation with their legal and financial advisers, is no less likely to be completed on its terms, taking into account all financial, regulatory and other aspects of such offer or possible offer or proposal, than the Offer and which, if consummated, would be superior to the Offer from a financial point of view to SSL Shareholders |
"Third Party Announcement" |
means an announcement (a) made by a third party, which is not acting in concert with Reckitt Benckiser, of an intention to make an offer (whether or not subject to pre-conditions and whether by takeover offer or scheme of arrangement) for the entire issued share capital of SSL, pursuant to Rule 2.5 of the City Code, or that it is considering making such an offer, or (b) of any other proposal by SSL or to SSL Shareholders, which involves, in any such case, a change of control of SSL (other than the acquisition of control by Reckitt Benckiser and/or a person acting in concert with Reckitt Benckiser) or which involves the disposal of any interest in a material part of the business of SSL or that it is considering any such proposal |
"Third Party Transaction" |
means the offer or proposal referred to in a Third Party Announcement |
"treasury shares" |
any SSL Shares held by SSL as treasury shares from time to time |
"UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland |
"United States" or "US" |
the United States of America, its territories and possessions, any state of the United States and the District of Columbia |
"Wider Reckitt Benckiser Group" |
Reckitt Benckiser and the subsidiaries and subsidiary undertakings of Reckitt Benckiser and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Reckitt Benckiser Group is interested or any undertaking in which Reckitt Benckiser and such undertakings (aggregating their interests) have a significant interest) |
"Wider SSL Group" |
SSL and the subsidiaries and subsidiary undertakings of SSL and associated undertakings (including any joint venture, partnership, firm or company in which any member of the SSL Group is interested or any undertaking in which SSL and such undertakings (aggregating their interests) have a significant interest) |
For the purposes of this announcement, "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act 2006, "associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this purpose, and "significant interest" means a direct or indirect interest in ten per cent. or more of the equity share capital (as defined in the Companies Act 2006).
[1] This statement should not be construed as meaning that Reckitt Benckiser's earnings per share for the year to 31 December 2010 and subsequent reporting periods will necessarily be greater than Reckitt Benckiser's earnings per share reported for the year ended 31 December 2009.