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Ocean Outdoor Ltd (OOUT)

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Tuesday 03 May, 2022

Ocean Outdoor Ltd

RECOMMENDED ACQUISITION OF OCEAN OUTDOOR LIMITED

RNS Number : 0824K
Ocean Outdoor Limited
03 May 2022
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES

THIS ANNOUNCEMENT IS NEITHER AN OFFER FOR THE SALE OF SECURITIES OR THE SOLICITATION OF AN OFFER NOR A PROSPECTUS. OCEAN SHAREHOLDERS SHOULD NOT MAKE ANY DECISION IN RELATION TO TOPCO SECURITIES EXCEPT ON THE BASIS OF THE INFORMATION TO BE CONTAINED IN THE MERGER CIRCULAR WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

3 May 2022

RECOMMENDED ACQUISITION

OF

OCEAN OUTDOOR LIMITED

BY

ATOLL BIDCO LTD

a wholly-owned indirect subsidiary of Atairos Group, Inc.

to be implemented by statutory merger under the BVI Companies Act

of Atoll Merger Sub Ltd (a wholly-owned subsidiary of Bidco) with Ocean Outdoor Limited

 

Summary

· The Boards of Ocean Outdoor Limited ("Ocean") and Atoll Bidco Ltd ("Bidco") are pleased to announce that they have reached agreement on the terms of a recommended Acquisition by Bidco of all of the issued and to be issued share capital of Ocean which members of the Bidco Group do not already own.

· The Acquisition will be implemented by way of a statutory merger of Atoll Merger Sub Ltd ("Merger Sub"), a wholly-owned BVI incorporated subsidiary of Bidco (which is a newly incorporated entity and a wholly-owned indirect subsidiary of Atairos Group, Inc. ("Atairos")), with Ocean under section 170 of the BVI Companies Act. Ocean is not subject to the jurisdiction of the UK Takeover Panel or the Code.

· Under the terms of the Acquisition, Ocean Shareholders will be entitled to receive:

for each Ordinary Share

$10.40 in cash (the "Cash Offer")

· The price of $10.40 in cash for each Ordinary Share represents:

a premium of 21.9 per cent. to $8.53, being the 6 month volume-weighted average price of Ordinary Shares to 12 November 2021 (being the Business Day immediately prior to the date on which Ocean announced a strategic review of the company on 15 November 2021);

a premium of 18.9 per cent. to the closing middle market price of $8.75 per Ordinary Share on 12 November 2021 (being the Business Day immediately prior to the date on which Ocean announced a strategic review of company on 15 November 2021); and

a premium of 17.5 per cent. to the closing middle market price of $8.85 per Ordinary Share on 12 April 2022 (being the Business Day immediately prior to the date of the announcement confirming discussions between Ocean and Atairos).

· As an alternative to an entitlement to cash under the Cash Offer, eligible Ocean Shareholders may elect for the Alternative Offer, pursuant to which they would ultimately receive the equivalent of $9.88 worth of Topco Preference Shares and $0.52 worth of Topco B Ordinary Shares for each Ocean Share, fixed at a 1.27 GBP to USD exchange rate.

· Subject to certain limited exceptions, the Alternative Offer is only available to shareholders which certify to being either: (i) both a "qualified institution buyer" as defined in Rule 144A under the US Securities Act of 1933, as amended (the "US Securities Act")("Qualified Institutional Buyers") and an "accredited investor" as defined in Rule 501 of Regulation D under the US Securities Act ("Accredited Investors"), or (ii) outside the United States (further details will be provided in the Merger Circular). Eligible Ocean Shareholders will only be able to elect for the Alternative Offer in relation to their entire holding of Ocean Shares and not part only. The terms and conditions of the Alternative Offer are detailed in paragraph 11 of this announcement.

· In addition to Ordinary Shares, Ocean has 350,000 Founder Shares in issue. The Founder Shares have certain enhanced economic rights, details of which are set out in Ocean's memorandum and articles of association. Under the terms of the acquisition, each Founder Shareholder will be offered $10.40 in cash for each Founder Share and, in return for foregoing the enhanced economic rights, each of the Founder Shareholders will be entitled to receive their respective proportion of the Enhancement Rights Value in the form of Topco Preference Shares and Topco A Ordinary Shares (together, the "Founder Share Offer").

· The price of $10.40 in cash for each Ocean Share, together with the Enhancement Rights Value, values the fully diluted ordinary share capital of Ocean at approximately $580 million.

· The Rollover Managers and Founders will rollover a portion of the consideration to which they would otherwise be entitled under the Cash Offer and the Founder Share Offer (as applicable) pursuant to a rollover mechanic detailed in paragraphs 14 and 15, respectively, of this announcement. In addition, it is proposed that certain managers will be offered a replacement management incentive plan following completion of the Acquisition pursuant to which they will be required to subscribe for Topco C Ordinary Shares for cash.

·   Accordingly, following completion of the Acquisition, Topco's share capital will comprise Topco Preference Shares, Topco A Ordinary Shares, Topco B Ordinary Shares and Topco C Ordinary Shares. Topco A Ordinary Shares will be held by Atairos Holdings, the Rollover Managers and the Founder Shareholders, Topco B Ordinary Shares will be held by eligible Ocean Shareholders who elect for the Alternative Offer and the Topco C Ordinary Shares will be held by those managers who are invited to participate in the replacement management incentive plan. Topco Preference Shares will be held by Atairos Holdings, the Rollover Managers, the Founder Shareholders and eligible Ocean Shareholders who elect for the Alternative Offer.

· If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend, distribution or other return of value is declared, made or paid by Ocean, the Cash Offer and the Founder Share Offer and, as the case may be, the consideration due under the Alternative Offer, shall be reduced accordingly. In such circumstances, Ocean Shareholders would be entitled to retain any such dividend, distribution or other return of value declared, made or paid.

· The Ocean Board, which has been so advised by Barclays on the financial terms of the Cash Offer, considers the Cash Offer to be fair and reasonable. In providing its financial advice to the Ocean Board, Barclays has taken into account the commercial assessments of the Ocean Board.

· The Ocean Board believes that the terms of the Acquisition are in the best interests of Ocean and the Ocean Shareholders as a whole and intends unanimously to recommend that Ocean Shareholders vote, or procure voting, in favour of the resolutions to be proposed at the Shareholder Meetings which are to be convened to approve the Acquisition.

· The Merger Sub Board believes that the terms of the Acquisition are in the best interests of the Merger Sub and the sole shareholder of the Merger Sub (Bidco) and intends unanimously to recommend that the Merger Sub sole shareholder (Bidco) votes, or procures voting, in favour of the resolutions to be proposed.

· Each Ocean Director and certain Rollover Managers have irrevocably undertaken to vote in favour of the resolutions to approve the Acquisition, the Merger and all ancillary matters relating to the implementation of the Merger as may be proposed at the Shareholder Meetings in respect of their own beneficial shareholdings (and any Shares held by any of their Connected Persons (excluding, in the case of Aryeh Bourkoff, LionTree Ocelot LLC, which has given a separate undertaking (see below)) representing 1,451,539 Ordinary Shares (approximately 2.7 per cent. of the issued Ordinary Shares of Ocean (excluding Ordinary Shares held in treasury)) and 73,500 Founder Shares (approximately 21.0 per cent. of the issued Founder Shares), in each case on 29 April 2022 (being the Business Day immediately prior to the date of this announcement).

·     LionTree Ocelot LLC and Mariposa Acquisition III LLC have each irrevocably undertaken to vote in favour of the resolutions to approve the Acquisition, the Merger and all ancillary matters relating to the implementation of the Merger as may be proposed at the Shareholder Meetings in respect of 3,084,161 Ordinary Shares (approximately 5.7 per cent. of the issued Ordinary Shares of Ocean (excluding Ordinary Shares held in treasury)) and 276,500 Founder Shares (approximately 79.0 per cent. of the issued Founder Shares), in each case on 29 April 2022 (being the Business Day immediately prior to the date of this announcement).

· In aggregate, therefore, Bidco has received irrevocable undertakings to vote in favour of the resolutions to approve the Acquisition, the Merger and all ancillary matters relating to the implementation of the Merger: (i) as may be proposed at the Ordinary Shareholder Meeting in respect 8.4 per cent. of the Ordinary Shares in issue (excluding Ordinary Shares held in treasury) on 29 April 2022 (being the Business Day immediately prior to the date of this announcement), and (ii) as may be proposed at the Founder Shareholder Meeting in respect 100 per cent. of the Founder Shares in issue on 29 April 2022 (being the Business Day immediately prior to the date of this announcement).

· Together with Atairos Holdings (a wholly-owned subsidiary of Atairos) holding of 37.9 per cent. Ordinary Shares which will be transferred to Bidco prior to completion of the Merger, Bidco has support for the Acquisition in respect of Ordinary Shares representing approximately 46.3 per cent. of the Ordinary Shares in issue (excluding Ordinary Shares held in treasury) on 29 April 2022 (being the Business Day immediately prior to the date of this announcement).

· Further details of the irrevocable undertakings received by Bidco (including details of the circumstances in which such irrevocable undertakings will cease to be binding) are set out in Appendix III to this announcement.

· The Merger Implementation Agreement provides for a "go-shop" period, during which Ocean may actively solicit, evaluate and potentially enter into negotiations with parties that offer alternative acquisition proposals. The 30-day go-shop period expires at 11.59 pm on 2 June 2022. If a competing bidder makes a Superior Proposal, a $15 million termination fee would be payable to Atairos by Ocean if it were to terminate the Merger Implementation Agreement to accept such Superior Proposal. The irrevocable undertakings received by Bidco would terminate upon termination of the Merger Implementation Agreement.

· The Acquisition is conditional on, among other things, the approval of the Merger by way of a resolution of members by a simple majority (i.e. more than 50 per cent.) of Ordinary Shareholders being obtained at a duly convened meeting of the Ordinary Shareholders and a simple majority (i.e. more than 50 per cent.) of Founder Shareholders being obtained at a duly convened meeting of the Founder Shareholders.

· It is expected that the Merger Circular will be published in May 2022, the Shareholder Meetings will be held in early June 2022 and that, subject to the satisfaction of all relevant Conditions, the Merger will become Effective in mid-June 2022.

Commenting on the Acquisition, Tim Bleakley, CEO of Ocean said:

"Ocean is a leading operator of digital out-of-home advertising across the UK, Northern and Continental Europe. Since the business was acquired by Ocelot and listed on the London Stock Exchange in 2018, it has undertaken six acquisitions and has expanded its network to offer 4,000+ screens across seven countries and 351 cities, with its technological capabilities delivering the most impactful and measurable DOOH brand and advertising experiences.

The Atairos' Cash Offer represents an opportunity for current shareholders to realise an attractive and certain value for their investment, reflecting the strength of Ocean's high quality business and its future prospects. The proposal from Atairos can deliver clear benefits to the wider stakeholder group, providing support for Ocean as it continues to invest in its people and technology and expand its scope and reach across new and existing markets.

We look forward to supporting our clients and agencies on a new phase of innovation and industry leadership as the company embarks on the next stage of the Ocean Voyage."

Commenting on the Acquisition, Aryeh B. Bourkoff, Chairman of Ocean said:

"We are pleased to have reached an agreement in which Atairos, Ocean's largest shareholder, will acquire Ocean. This transaction is the result of a thorough strategic review initiated by the Ocean Board, during which the Board, together with management and advisers, engaged in an extensive process of evaluating strategic and financial alternatives with the objective of maximizing shareholder value.

The Board believes the agreement with Atairos is the best alternative to all stakeholders as it provides a liquidity option for shareholders and sets Ocean on a clearer path to unlocking its intrinsic value and growth potential. We are confident that Michael Angelakis and the team at Atairos are the right owners to take Ocean's unique portfolio of premium digital assets, technology leadership, and impact-driven approach to new heights."

Commenting on the Acquisition, Melissa Bethell, partner of Atairos Management L.P. said:

"Ocean is a proven UK and Northern European market leader in the attractive Digital Out of Home advertising industry. The company's unique footprint of premium and super-premium sites positions it well to continue to innovate and lead as the industry recovers in a post pandemic world. We have long admired Ocean's experienced management team, talented people and attractive portfolio. We are excited to bring our knowledge and experience as a long-term supportive investor to further strengthen Ocean's differentiated platform and help accelerate its next phase of growth."

This summary should be read in conjunction with the full text of the following announcement including the Appendices. The Conditions and certain further terms of the Acquisition are set out in Appendix I to this announcement. Appendix II sets out the bases of calculation and sources used in this announcement. Appendix III contains details of the irrevocable undertakings given to Bidco. Appendix IV contains details of Topco and the Topco Securities. Appendix V contains the definitions of certain terms used in this announcement.

 

Enquiries:

Ocean

 

Tim Bleakley, CEO

Susann Jerry, Head of Communications

+44 (0) 20 7292 6161

Charles Goodwin and Annabel Atkins, Yellow Jersey PR

+44 (0) 7747 788 221

 

 

Barclays (Financial Adviser and Corporate Broker to Ocean)

+44 (0) 20 7623 2323

Tom Erlich, Alastair Blackman, Nicola Tennent, Stuart Jempson

 

 

 

LionTree (Financial Adviser to Ocean)

Jake Donavan, Matt Feldman, Banu Kirisci

+44 (0) 20 7082 1587

Atairos and Bidco

+44 (0) 20 7073 6750

Melissa Bethell, Johanna Miller, Alex Weissbacher

 

 

 

Lazard & Co., Limited (Financial Adviser to Atairos and Bidco)

+44 (0) 20 7187 2000

Richard Hoyle, Alexander Fiallos, Serena Doshi

 

Davis Polk & Wardwell London LLP is retained as UK and US legal adviser and Ogier is retained as BVI legal adviser to Atairos and Bidco. White & Case LLP is retained as UK and US legal adviser and Maples & Calder is retained as BVI legal adviser to Ocean.

Barclays Bank PLC, acting through its investment bank, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Ocean and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Ocean for providing the protections afforded to clients of Barclays nor for providing advice in relation to the matters referred to in this announcement.

LionTree, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Ocean and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Ocean for providing the protections afforded to clients of LionTree nor for providing advice in relation to the matters set out in this announcement. Neither LionTree nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of LionTree in connection with this announcement, any statement contained herein or otherwise.

Lazard, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Atairos and Bidco and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Atairos and Bidco for providing the protections afforded to clients of Lazard nor for providing advice in relation to the matters set out in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.

Further information

This announcement is for information purposes only and is not intended to and does not constitute or form part of, any offer, invitation 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 Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of Ocean in any jurisdiction in contravention of applicable law.

The Acquisition will be implemented solely by means of the Merger Implementation Agreement and the Merger Circular, which will contain the full terms and conditions of the Acquisition (including the Plan of Merger and any other relevant document required under the BVI Companies Act) including details of how to vote in respect of the Acquisition. Any vote in respect of the Merger or other response in relation to the Acquisition should be made only on the basis of the information contained in the Merger Circular and Ocean Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it has been dispatched. Each Ocean Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.

Please be aware that addresses, electronic addresses and certain other information provided by Ocean Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Ocean may be provided to Bidco in connection with the Acquisition.

Overseas jurisdictions

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. Persons in the United States should review "Additional information for US investors in Ocean" below.

In particular, the ability of persons who are not resident in the BVI or the United Kingdom to vote their Ocean Shares with respect to the Merger at the Shareholder Meetings, or to appoint another person as proxy to vote at the applicable Shareholder Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with the relevant procedural requirements of the Ocean Articles, BVI law and UK MAR 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 of the BVI or the United Kingdom.

Copies of this Announcement and formal documentation relating to the Acquisition will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

Additional information for US investors in Ocean

The Acquisition relates to the securities of BVI companies and are proposed to be made by means of a merger provided for under, and governed by, BVI law. This Announcement, the Merger Circular and certain other documents relating to the Acquisition have been, or will be prepared, in accordance with BVI law, the BVI Companies Act and BVI disclosure requirements applicable to statutory mergers, the format and style, all of which differ from those in the United States. The Acquisition is not subject to the proxy solicitation rules under the US Securities Exchange or any US state corporate law relating to mergers or business combinations. Accordingly, the Acquisition is subject to the procedural and disclosure requirements of, and practices applicable in, the BVI, which differ from the disclosure requirements of the US proxy solicitation rules and US state law and practice.

None of the Topco Securities, the Bidco Rollover Securities, the Debtco Rollover Securities and the Midco Rollover Securities (each as defined below), each to be issued pursuant to the terms of the Acquisition have been, or will be, registered under the US Securities Act or under any laws or with any securities regulatory authority of any state, district or other jurisdiction, of the United States, and may only be offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable state and other securities laws. There will be no public offer of any securities in the United States. This announcement does not constitute an offer to sell or solicitation of an offer to buy any of the shares in the United States.

Subject to certain limited exceptions, the Alternative Offer is only available to shareholders which certify to being either: (i) both a Qualified Institutional Buyer and an Accredited Investor, or (ii) outside the United States. Further details of the procedural steps required to be taken by shareholders that want to elect to take up the Alternative Offer will be set forth in the Merger Circular.

Neither the U.S. Securities and Exchange Commission (SEC) nor any US state securities commission has approved or disapproved of the Topco Securities, the Bidco Rollover Securities, the Debtco Rollover Securities or the Midco Rollover Securities to be issued in connection with the Acquisition, or determined if this announcement or the Merger Circular is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

The Topco Securities, the Bidco Rollover Securities, the Debtco Rollover Securities and the Midco Rollover Securities have not been and will not be listed on a U.S. securities exchange or quoted on any inter-dealer quotation system in the United States. Neither Topco nor Bidco nor Ocean intends to take any action to facilitate a market in the Topco Securities in the United States.

Financial statements, and all financial information that is included in this announcement or that may be included in the Merger Circular or any other documents relating to the Proposed Transaction, have been or will be prepared in accordance with International Financial Reporting Standards or other reporting standards or accounting practice which may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States (US GAAP).

The receipt of cash and/or shares by Ocean Shareholders in the United States (each, a "US Holder") as consideration for the transfer of such person's Ordinary Shares and/or Founder Shares pursuant to terms of the Acquisition may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US Holder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Proposed Transaction applicable to them.

Each of Ocean, Bidco and Merger Sub are incorporated and existing under the laws of the BVI. It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Ocean, Topco, Bidco and Merger Sub are located in countries other than the United States, and the majority or all of their officers and directors are residents of non-US jurisdictions. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement. Although there is no statutory enforcement in the BVI of judgments obtained in the courts of the United States of America, the courts of the BVI will recognise such a foreign judgment and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary if fresh proceedings are brought in the BVI to enforce that judgment, provided however that such judgment: (i) is not in respect of penalties, fines, taxes or similar fiscal or revenue obligations of the relevant BVI company; (ii) is final and for a liquidated sum; (iii) was not obtained in a fraudulent manner; (iv) is not of a kind the enforcement of which is contrary to the public policy in the BVI; (v)  is not contrary to the principles of natural justice; and (vi) provided that the courts of the relevant US State had jurisdiction in the matter and the relevant BVI company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process. Non-money judgments from a foreign court are not directly enforceable in the BVI. However, it is possible for a non-money judgment from a foreign court to be indirectly enforced by means of a claimant bringing an identical action in the courts of the BVI in respect of which a non-money judgment has been made by a foreign court. In appropriate circumstances, the courts of the BVI may give effect to issues and causes of action determined by the foreign court, such that those matters need not be retried.

Forward-looking statements

This announcement, oral statements made regarding the Acquisition, and other information published by Ocean contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which the Ocean group will operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward looking statements contained in this announcement relate to the Ocean group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "may", "will" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses, contract renewals and future prospects; (ii) business and management strategies and the expansion and growth of Ocean's operations; and (iii) the effects of global economic and political conditions and governmental regulation on Ocean's business. 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. These events and circumstances includes changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither Ocean nor Bidco nor any member of the Wider Bidco Group, nor any of their respective members, associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.

The forward looking statements speak only at the date of this document. All subsequent oral or written forward-looking statements attributable to any member of the Ocean group, Bidco or any member of the Wider Bidco Group, or any of their respective members, associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Ocean, Bidco and each member of the Wider Bidco Group expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

Application of the Code

Ocean is a company incorporated and existing in the BVI and, as such, is not subject to the jurisdiction of the UK Takeover Panel or the Code. It will not, therefore, receive the benefit of the takeover offer protections provided by the Code.

As the UK Takeover Panel does not have responsibility for ensuring compliance with the Code in respect of the Acquisition it will not be able to answer shareholders' queries in relation to Ocean, Bidco, Merger Sub or the Acquisition.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that earnings or earnings per Share for the current or future financial years would necessarily match or exceed the historical published earnings or earning per Share.

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.

Publication of this announcement

A copy of this announcement will be available, subject to restrictions relating to persons resident in certain restricted jurisdictions on https://investors.oceanoutdoor.com/.

The contents of Ocean's website are not incorporated into and do not form part of this announcement.

UK Market Abuse Regulation

The person responsible at Ocean for the release of this Announcement for the purpose of UK MAR is Stephen Joseph, Ocean CFO/COO.
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES

THIS ANNOUNCEMENT IS NEITHER AN OFFER FOR THE SALE OF SECURITIES OR THE SOLICITATION OF AN OFFER NOR A PROSPECTUS. OCEAN SHAREHOLDERS SHOULD NOT MAKE ANY DECISION IN RELATION TO TOPCO SECURITIES EXCEPT ON THE BASIS OF THE INFORMATION TO BE CONTAINED IN THE MERGER CIRCULAR WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

3 May 2022

RECOMMENDED ACQUISITION

OF

OCEAN OUTDOOR LTD

BY

ATOLL BIDCO LTD

a wholly-owned indirect subsidiary of Atairos Group, Inc.

to be implemented by statutory merger under the BVI Companies Act

of Atoll Merger Sub Ltd (a wholly-owned subsidiary of Bidco) with Ocean Outdoor Limited

 

1.  Introduction

The Boards of Ocean and Bidco are pleased to announce that they have reached agreement on the terms of a recommended Acquisition by Bidco of all of the issued and to be issued share capital of Ocean which members of the Bidco Group do not already own.

The Acquisition will be implemented by way of a statutory merger of Merger Sub, a wholly-owned BVI incorporated subsidiary of Bidco, which is a newly incorporated entity and wholly-owned indirect subsidiary of Atairos, with Ocean under section 170 of the BVI Companies Act. Ocean is not subject to the jurisdiction of the UK Takeover Panel or the Code.

2.  Summary of terms

Under the terms of the Acquisition, Ocean Shareholders will be entitled to receive:

for each Ordinary Share

$10.40 in cash (the "Cash Offer")

The price of $10.40 in cash for each Ordinary Share represents:

· a premium of 21.9 per cent. to $8.53, being the 6 month volume-weighted average price of Ordinary Shares to 12 November 2021 (being the Business Day immediately prior to the date on which Ocean announced a strategic review of the company on 15 November 2021);

· a premium of 18.9 per cent. to the closing middle market price of $8.75 per Ordinary Share on 12 November 2021 (being the Business Day immediately prior to the date on which Ocean announced a strategic review of company on 15 November 2021); and

· a premium of 17.5 per cent. to the closing middle market price of $8.85 per Ordinary Share on 12 April 2022 (being the Business Day immediately prior to the date of the announcement confirming discussions between Ocean and Atairos).

As an alternative to the Cash Offer, eligible Ocean Shareholders may elect to receive Topco Preference Shares and Topco B Ordinary Shares for each Ocean Share (the "Alternative Offer"), subject to the terms and conditions of the Alternative Offer (detailed in paragraph 11 below). Subject to certain limited exceptions, the Alternative Offer is only available to shareholders which certify to being either: (i) both a Qualified Institutional Buyer and an Accredited Investor, or (ii) outside the United States (further details will be provided in the Merger Circular)). Eligible Ocean Shareholders will only be able to elect for the Alternative Offer in relation to their entire holding of Ocean Shares and not part only.

Topco Securities will not be independently valued. Further information about Topco Securities is set out in paragraphs 11, 12 and 13 and Appendix IV and will also be included in the Merger Circular.

In addition to Ordinary Shares, Ocean has 350,000 Founder Shares in issue. The Founder Shares have certain enhanced economic rights, details of which are set out in Ocean's memorandum and articles of association. Under the terms of the acquisition, each Founder Shareholder will be offered $10.40 in cash for each Founder Share and, in return for foregoing the enhanced economic rights, each Founder Share Founders will be entitled to receive their respective proportion of the Enhancement Rights Value in the form of Topco Preference Shares and Topco A Ordinary Shares.

The price of $10.40 in cash for each Ocean Share, together with the Enhancement Rights Value, values the fully diluted ordinary share capital of Ocean at approximately $580 million.

If, on or after the date of this announcement and prior to the Merger becoming Effective, any dividend, distribution or other return of value is declared, made or paid by Ocean, the Cash Offer and the Founder Share Offer and, as the case may be, the consideration due under the Alternative Offer, shall be reduced accordingly. In such circumstances, Ocean Shareholders would be entitled to retain any such dividend, distribution or other return of value declared, made or paid.

The Merger Circular, containing further information about the Acquisition and notices of the Shareholder Meetings, together with an indicative timetable for implementation of the Acquisition, will be published as soon as reasonably practicable and, in any event by no later than 17 May 2022.

3.  Background to and reasons for the Acquisition

Under a strong management team, Ocean has become a leading operator of digital out-of-home (DOOH®) advertising across the UK, Northern and Continental Europe. The Ocean Group's network of 4,000+ screens covers seven countries and 351 cities with its technological capabilities delivering the most impactful and measurable DOOH® brand and advertising experiences. Ocean's portfolio comprises of some of the most iconic locations, such as the Piccadilly Lights and the BFI IMAX.

To date the Ocean Group has delivered impressive growth through a combination of strong organic performance in existing locations, the rollout of new locations, new location tender wins, as well acquisitions that complement the existing portfolio. Since 2018, Ocean has completed six acquisitions, which have enabled it to expand its UK footprint and move into the Netherlands, the Nordics and Germany. The current business has the ideal platform for the potential for continued value accretive consolidation in an industry which remains fragmented and has the ability to benefit from scale.

Atairos is a long-term, strategic investor, focused on supporting growth-oriented, high-potential businesses at the forefront of innovation.

Atairos has strong conviction in the Out of Home ("OOH") advertising market and believes it will be an integral and enduring media category for the foreseeable future owing to its high activation levels and position as one the last remaining mass-reach advertising mediums.

Atairos believes DOOH is a particularly attractive growth segment which has strong potential to deliver more targeted and measurable value to advertisers (when compared to the traditional OOH market), whilst exciting and engaging a diverse range of audiences at scale. Atairos believes Ocean is a highly attractive pure-play operator of premium DOOH advertising, and has been a long-term admirer of the business and its management team.

The above have been strong contributing factors to Atairos' acquisition of a substantial shareholding in Ocean to date, reflecting the belief in Ocean's strategic vision and macro growth potential.

Atairos has a strong track-record of developing companies in the media sector, helping management teams to accelerate their growth and achieve their visions. Atairos intends to leverage its industry and operating expertise to support the future growth of the business as it continues to expand its scope and reach across multiple new and existing markets.

On 15 November 2021, Ocean announced that it had initiated a strategic review to evaluate potential strategic and financial alternatives to maximise shareholder value. This decision was taken after the Ocean Board and management felt that Ocean was undervalued, with the share price continuing to face technical trading challenges unrelated to Ocean's strong business fundamentals and intrinsic value.

Following the announcement of the strategic review, the Ocean Board received interest and conditional offers and evaluated a number of options.

Atairos worked constructively with the Ocean Board to put forward a proposal which delivers an attractive premium to existing shareholders and fully reflects Atairos' confidence in the business and in the sector in which it operates.

4.  Recommendation

The Ocean Board, which has been so advised by Barclays on the financial terms of the Cash Offer, considers the Cash Offer to be fair and reasonable. In providing its financial advice to the Ocean Board, Barclays has taken into account the commercial assessments of the Ocean Board.

The Ocean Board believes the terms of the Acquisition are in the best interests of Ocean Shareholders as a whole and intends unanimously to recommend that Ocean Shareholders vote, or procure voting, in favour of the resolutions to be proposed at the Shareholder Meetings which are to be convened to approve the Acquisition.

Each Ocean Director who holds Ocean Shares has irrevocably undertaken to vote in favour of the resolutions to approve the Acquisition, the Merger and all ancillary matters relating to the implementation of the Merger as may be proposed at the Shareholder Meetings in respect of their own beneficial shareholdings (and any Shares held by any of their Connected Persons (excluding, in the case of Aryeh Bourkoff, LionTree Ocelot LLC which has given a separate undertaking)) representing 1,288,643 Ordinary Shares (approximately 2.4 per cent. of the issued Ordinary Shares (excluding Shares held in treasury)) and 73,500 Founder Shares (approximately 21.0 per cent. of the issued Founder Shares) in each case on 29 April 2022 (being the Business Day immediately prior to the date of this announcement).

Whilst the Alternative Offer allows Ocean Shareholders to participate in future value creation and may ultimately deliver greater value than the Cash Offer (although this cannot be guaranteed), the Ocean Directors have identified a number of risks of electing for the Alternative Offer as outlined below:

· Topco Preference Shares and Topco B Ordinary Shares received under the Alternative Offer:

-  will be unlisted and will not be admitted to trading on any stock exchange and will therefore be illiquid: any assessment of the value of Topco Securities should therefore take into account an individual shareholder's assessment of an appropriate liquidity discount;

-  will be subject to transfer restrictions such that they can only be transferred in very limited circumstances in accordance with Cayman law ; and

-  will be of uncertain value and there can be no assurance that they will be capable of being sold in the future.

· Upon the Acquisition becoming Effective, the Topco Group will be controlled by Atairos. Holders of Topco Preference Shares and Topco B Ordinary Shares received pursuant to the Alternative Offer, which do not carry any general voting rights at general meetings of Topco except in respect of a variation of their class rights, will therefore have no influence over decisions made by Topco in relation to its investment in Ocean or in any other business.

· Eligible Ocean Shareholders will only be able to elect for the Alternative Offer in relation to their entire holding of Ocean Shares and not part only.

· Ocean Shareholders will have no certainty as to the amount of Topco Securities they will receive because the Alternative Offer will be limited to a maximum number of Topco Preference Shares and Topco B Ordinary Shares, and to the extent that elections for the Alternative Offer cannot be satisfied in full, the number of Topco Securities to be issued in respect of each Ocean Share will be rounded down on a pro rata basis, and the balance of the consideration for each Ocean Share will be paid in cash in accordance with the terms of the Cash Offer.

Accordingly, the Ocean Directors cannot form an opinion as to whether or not the terms of the Alternative Offer are fair and reasonable and are not making any recommendation to Ocean Shareholders as to whether or not they should elect for the Alternative Offer.

Eligible Ocean Shareholders should ascertain whether acquiring or holding Topco Preference Shares and Topco B Ordinary Shares is affected by the laws of the relevant jurisdiction in which they reside and consider whether such Topco Securities are a suitable investment in light of their own personal circumstances. Accordingly, Ocean Shareholders are strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Alternative Offer. Subject to certain limited exceptions, the Alternative Offer is only available to shareholders which certify to being either: (i) both Qualified Institutional Buyer and an Accredited Investor, or (ii) outside of the United States (further details of which will be provided in the Merger Circular). Any decision to elect for the Alternative Offer should be based on independent financial, tax and legal advice and full consideration of this announcement and, when published, the Merger Circular.  

5.  Support of Ocean Shareholders

Each Ocean Director, certain Rollover Managers, LionTree Ocelot LLC and Mariposa Acquisition III LLC has irrevocably undertaken to vote in favour of the resolutions to approve the Acquisition, the Merger and all ancillary matters relating to the implementation of the Merger as may be proposed at the Shareholder Meetings in respect of, in aggregate, 4,535,700 Ordinary Shares and 350,000 Founder Shares.

Bidco has, therefore, received irrevocable undertakings to vote in favour of the resolutions to approve the Acquisition, the Merger and all ancillary matters relating to the implementation of the Merger: (i) as may be proposed at the Ordinary Shareholder Meeting in respect of 8.4 per cent. of the Ordinary Shares in issue (excluding Ordinary Shares held in treasury) on 29 April 2022 (being the Business Day immediately prior to the date of this announcement), and (ii) as may be proposed at the Founder Shareholder Meeting in respect 100 per cent. of the Founder Shares in issue on 29 April 2022 (being the Business Day immediately prior to the date of this announcement).

Together with Atairos Holding's holding of 37.9 per cent. Ordinary Shares which will be transferred to Bidco prior to completion of the Merger, Bidco has support for the Acquisition in respect of Ordinary Shares representing approximately 46.3 per cent. of the Ordinary Shares in issue (excluding Ordinary Shares held in treasury) on 29 April 2022 (being the Business Day immediately prior to the date of this announcement).

Further details of the irrevocable undertakings received by Bidco (including details of the circumstances in which the irrevocable undertakings will cease to be binding) are set out in Appendix III to this announcement.

6.  Information on Atairos, Topco, Bidco and Merger Sub

Atairos

Atairos is an independent private company focused on supporting growth-oriented businesses across a wide range of industries. Atairos provides a unique combination of active strategic partnership and patient long-term capital to high-potential companies and their management teams. Atairos launched in 2016 and has approximately $6.5 billion in equity capital. Atairos has offices in New York City, London and Philadelphia.

Topco, Midco, Debtco, Bidco and Merger Sub

Topco is a newly incorporated company, formed for the purposes of the Acquisition under the laws of the Cayman Islands as a wholly-owned indirect subsidiary of Atairos. Midco and Debtco are each newly incorporated companies, formed for the purposes of the Acquisition under the laws of England and Wales as wholly-owned indirect subsidiaries of Atairos. Bidco and Merger Sub are each newly incorporated companies, formed for the purposes of the Acquisition under the laws of the BVI as wholly-owned indirect subsidiaries of Atairos.

None of Topco, Midco, Debtco, Bidco or Merger Sub has traded prior to the date of this announcement, nor has any of them entered into any obligation other than in connection with the Acquisition.

7.  Information on Ocean, its current trading and prospects

Ocean is incorporated and existing in the BVI with its Ordinary Shares traded on the standard segment of the Main Market of the London Stock Exchange in the form of Depositary Interests. Ocean's ticker symbol is OOUT:LN.

Ocean is a leading operator of DOOH advertising across the UK, Northern and Continental Europe. The Ocean Group's network of over 4,000 screens covers seven countries and 351 cities with its technological capabilities delivering the most impactful and measurable DOOH® brand and advertising experiences.

Ocean's portfolio comprises of some of the most iconic locations, such as the Piccadilly Lights and the BFI IMAX, whilst it also works closely with high-profile landlords, including Landsec, Unibail-Rodamco-Westfield (URW), the BFI, Nuveen and the Canary Wharf Group, as well as major city councils on the development of its network.

To date the Ocean Group's growth has been driven by tender wins and the rollout of new locations, as well acquisitions that complement the existing portfolio. Since 2018, Ocean has completed six acquisitions, which have enabled it to expand its UK footprint and move into the Netherlands, the Nordics and Germany.

On 16 February 2022, Ocean issued its full year 2021 trading update, from which the following update on Ocean's current trading and prospects has been substantially extracted:

"Ocean experienced a strong bounce back in demand during 2021, which led to a 44.3% increase in Group revenue to £124.4m, and a significant increase in EBITDA to £18.6m. The year of recovery for the DOOH® sector began during Q2, with client activity and strong sequential demand tracking the vaccine rollout and phased lifting of restrictions. Importantly, Ocean also experienced a renewed confidence among the high-spending advertising categories, with the 'power brands' committing a greater proportion of their budgets to DOOH® as well as an increasing number of new adopters, reflecting the long term structural tailwind within the sector.

With nearly all of Ocean's portfolio of digital screens situated across prime retail and urban roadside locations, the Group has been able to fully capitalise on the recovery. Footfall across prime retail destinations, such as Westfield shopping malls and major city centres, has come back strongly whilst roadside traffic across most of our territories was back to pre-pandemic levels by the year end.

In terms of recovery trends across our territories since the half year, bookings and demand in the Netherlands and Nordics have continued to improve. All territories recorded a strong Q4, the Group's key trading period, with revenues up by 67.5% compared to Q4 2020 and 7.2% compared to Q4 2019, illustrating the strength of the ongoing recovery.

As well as the return of established users of DOOH®, Ocean has seen an increasing number of new adopters, driven by changing consumer behaviour as well as our new product, Deepscreen®, Ocean's 3D screen development. Since launching in the summer on the Piccadilly Lights, Deepscreen® has been rolled out across Ocean's large format full motion screens across all our territories to huge effect.

In terms of organic growth, the Group signed a series of new contracts across all territories during 2021. Some of the most high-profile included being appointed outdoor media partner for the St James Quarter in Edinburgh, a 10-year DOOH® contract with a lifetime value of £25 million; becoming the exclusive outdoor media partner for the Canary Wharf Group, with long-term contract value of £30 million, and being appointed strategic media partner for Fisketorvet, Copenhagen's premium shopping, dining and leisure destination, which carries a lifetime value of £7 million. "

8.  The Merger

It is intended that the Acquisition will be implemented by means of a statutory merger pursuant to the provisions of section 170 of the BVI Companies Act. Ocean is not subject to the jurisdiction of the UK Takeover Panel or the Code.

The constituent companies of the Merger will be Merger Sub and Ocean, with Ocean being the surviving company. Upon the Merger, Bidco (a wholly-owned indirect subsidiary of Atairos and the sole shareholder of Merger Sub) will become the owner of all of the issued shares of Ocean as the surviving company (other than those Shares described below that will not be cancelled as part of the Merger) after which the separate existence of the Merger Sub shall automatically cease and Ocean shall be the only surviving entity and shall continue to operate under its current name.

Except for: (i) 20,455,729 Ordinary Shares held by Atairos Holdings which will be transferred to Bidco prior to the Merger becoming Effective, (ii) Ordinary Shares held by those Ocean Shareholders who have elected for the Alternative Offer, (iii) 758,876 Ordinary Shares that will be held by the Rollover Managers (in aggregate), and (iv) 1,866,657 Ordinary Shares and 186,107 Founder Shares that will be held by the Founders (in aggregate), each of which will, as part of the Merger and without any action on the part of the holder thereof, continue to be part of the issued and outstanding shares of Ocean, all of the issued and to be issued shares of Ocean shall, by virtue of the Merger, automatically and without any action on the part of the holder thereof, be cancelled. In consideration for the cancellation, the Ocean Shareholders (other than any Ocean Shareholders who dissent pursuant to section 179 of the BVI Companies Act) will receive from Bidco cash under the Cash Offer or cash under the Founder Share Offer (as applicable) on the basis set out in paragraph 2 of this announcement.

The Merger (including the Plan of Merger) has been approved unanimously by both the Ocean Directors and the Merger Sub director and also needs to be approved by the Ocean Shareholders and the Merger Sub shareholder (Bidco). The Ocean Directors will call the Ordinary Shareholder Meeting and the Founder Shareholder Meeting of the Ocean Shareholders. A simple majority of Ocean Shareholders of the applicable share class entitled to vote and voting (in person or by proxy) at each Shareholder Meeting is required to approve the Merger. Those Ocean Shares which will remain outstanding following the Merger may be voted and counted at the Ordinary Shareholder Meeting.

An Ocean Shareholder may exercise statutory dissent rights as set out in section 179 of the BVI Companies Act in respect of the Merger. On the exercise by an Ocean Shareholder of their right to dissent, such shareholder ceases to have any rights of a member except the right to be paid fair value in cash by Ocean for their shares. The exercise by any Ocean Shareholder of their dissent rights will not prevent, hinder or delay the completion of the Acquisition as the process for dissenting shareholders will be conducted outside of the Acquisition process.

As soon as the Merger becomes Effective:

· the separate corporate existence of Merger Sub shall cease and the Registrar shall strike off from the Register of Companies;

· Ocean shall be the only surviving entity and shall continue to operate under its current name;

· Ocean will assume all of the rights, privileges, immunities, powers, objects and purposes of Merger Sub;

· all assets of every description and the business of Merger Sub will immediately vest in Ocean;

· Ocean will become liable for all claims, debts, liabilities and obligations of Merger Sub; and

· as the non-surviving company, Merger Sub will be struck off the register of companies held by the Registrar of Corporate Affairs.

Following the Merger becoming Effective:

· no conviction, judgement, ruling, order, claim, debt, liability or obligation due or to become due, and no cause existing, against a constituent company or against any member, director, officer or agent thereof, is released or impaired by the Merger; and

· no proceedings, whether civil or criminal, pending at the time of a merger by or against a constituent company, or against any member, director, officer or agent thereof, are abated or discontinued by the Merger but: (i) the proceedings may be enforced, prosecuted, settled or compromised by or against the surviving company or against the member, director, officer or agent thereof, as the case may be, or (ii) the surviving company may be substituted in the proceedings for a constituent company.

The Merger is subject to the Conditions and certain further terms in the Merger Implementation Agreement, as set out in Appendix I of this announcement (and which will also be set out in the Merger Circular).

If the Merger is approved and the Conditions have been satisfied or waived, the Articles of Merger (annexing the Plan of Merger) will be executed and filed for registration with the Registrar of Corporate Affairs and, upon registration of the Articles of Merger or at such later time as the parties agree in writing (subject to the requirements of the BVI Companies Act, in particular not exceeding 30 days from such time as the Articles of Merger are duly registered by the Registrar, and as set forth in the Articles of Merger), the Merger will become Effective. Once the Merger becomes Effective, it will be binding on all Ocean Shareholders, whether or not they voted at the applicable Shareholder Meeting and, if they did vote, whether or not they voted in favour of or against the resolutions proposed at such meeting. Further, prior to the Merger becoming effective dealings of the Depositary Interests on the London Stock Exchange's Main Market will be suspended, and the Depositary Interest deed poll of Computershare Investor Services PLC will be terminated.

Further information will be provided in the Merger Circular as to how to vote at the Shareholder Meeting and how Ocean Shareholders will receive the Merger consideration.

If the Merger is not approved or the Conditions are not satisfied or waived, Ocean Shareholders will not receive any payment for Ocean Shares pursuant to the Merger. Instead, the Depositary Interests will continue to be admitted to trading on the standard segment of the Main Market of the London Stock Exchange, provided that Ocean continues to meet the rules and requirements of the London Stock Exchange and the FCA.

9.  Merger Implementation Agreement

Ocean, Bidco and Merger Sub have entered into the Merger Implementation Agreement in relation to the Acquisition, which contains provisions regarding the implementation of the Acquisition and certain assurances and confirmations between them.

A summary of the key terms of the Merger Implementation Agreement is set out below:

· The Merger is conditional on the Conditions set out in the Merger Implementation Agreement which are replicated for information in Appendix I of this announcement. Except for the Conditions in paragraphs 1 to 4 of Part 1 of Appendix I, all or any of Conditions may be waived (in whole or in part) by Bidco in its sole discretion.

 

· Bidco may only invoke a Condition in paragraphs 7 and 8 of Part 1 of Appendix I of this announcement if the failure to make any such relevant filing, notification or application, or the failure to comply with any such statutory or regulatory obligation, or the consequences of any such intervention give rise to, or would be reasonably expected to give rise to, circumstances which are of material significance to the Wider Bidco Group in the context of the offer.

 

· Bidco may only invoke a Condition in paragraphs 9 to 16 of Part 1 of Appendix I of this announcement if there is a Material Adverse Change, the definition of which is set out in Part 3 of Appendix I of this announcement.

 

· Bidco, Merger Sub and Ocean have each agreed to use its best efforts to make the Merger effective by 30 September 2022. Bidco has undertaken to use all reasonable efforts to ensure the receipt of antitrust approvals in Sweden is satisfied as soon as reasonably practicable.

· The Merger Implementation Agreement may be terminated by either party by mutual agreement, following the material breach of the agreement by the other party (which is not remedied within a specified period), at the long-stop date of 30 September 2022 (provided that the failure to complete the Merger prior to such date did not result from the breach of the party seeking to terminate the agreement) or if at the Shareholder Meetings the Shareholder Resolutions are not passed in favour of the Merger. Bidco may terminate the Merger Implementation Agreement if a Condition has not been satisfied or has become incapable of being satisfied prior to 30 September 2022 (and it has the right to invoke that Condition), if there is a change in recommendation (as further described in the following bullet) or if the Shareholder Meetings are adjourned for more than 5 Business Days. Ocean may terminate the Merger Implementation Agreement in order to enter into a definitive agreement accepting a Superior Proposal.

· Ocean will be required to pay a $15 million break fee to Atairos if:

-  Ocean terminates the Merger Implementation Agreement in order to enter into a definitive agreement with respect to accepting a Superior Proposal from a third party;

-  Bidco terminates the merger agreement because: (a) the Ocean Board fails to give or withdraws or adversely modifies the terms of its recommendation of the Acquisition, or (b) the Shareholder Meetings have been adjourned for more than five Business Days; and/or

 

-  all of the following circumstances occur: (a) a competing proposal is publicly made prior to and not withdrawn ahead of the Shareholder Meetings, (b) the Merger Implementation Agreement is terminated either after 30 September 2022 (with the Shareholder Meetings not having been held) or as a result of Shareholder Resolutions not being passed in favour of the Merger or a breach by Ocean of the non-solicitation provisions or its obligation to take steps to implement the shareholder votes and the Merger, and (c) prior to the first year anniversary of the termination of the merger agreement, the Company recommends, completes or enters into a definitive agreement with respect to a competing proposal for the acquisition of Ocean.

· The Merger Implementation Agreement provides for a "go-shop" period, during which Ocean may actively solicit, evaluate and potentially enter into negotiations with parties that offer alternative acquisition proposals for the acquisition of all or substantially all of its share capital. The 30-day go-shop period expires at 11.59 pm on 2 June 2022.

· The Merger Implementation Agreement also includes customary pre-closing covenants given by Ocean that are designed to protect the value of the Ocean business in the pre-closing period, as well as capacity and authority warranties from each party.

Further information regarding the Merger Implementation Agreement will be included the Merger Circular.

10.  Financing of the Acquisition

The cash consideration payable to Shareholders will be funded from equity financing drawn down from certain investors in Atairos and debt financing in the amount of £140 million provided by certain funds managed by Ares Management Limited.

Atairos has entered into an equity commitment letter with Bidco in connection with its equity financing commitment, pursuant to which Atairos has granted third party enforcement rights to Ocean. Ares Management Limited and certain other Ares entities have entered into commitment papers with Debtco, the sole shareholder of Bidco, in connection with its debt financing commitment.

Atairos may, whether before or after the Merger is Effective, syndicate part of its equity funding commitment to Bidco. In such circumstances, Atairos Holding's ownership of Topco and each of its wholly-owned subsidiaries will be diluted, but Topco will remain controlled by Atairos.

Pursuant to the Merger Implementation Agreement, Bidco has warranted to Ocean that it has sufficient cash resources available to it, taking into account the foregoing commitments, to satisfy the cash consideration payable under the Acquisition. There are no financing conditions to the Acquisition becoming Effective.

11.  The Alternative Offer

Under the Alternative Offer, eligible Ocean Shareholders may elect following the delivery of the necessary certifications, in respect of all (but not less than all) of their Ocean Shares, to receive the following Topco Securities (to be issued pursuant to the Rollover) in lieu of the Cash Offer to which they would otherwise be entitled:

for each Ordinary Share

the equivalent of $9.88 worth of Topco Preference Shares and $0.52 worth of Topco B Ordinary Shares fixed at a 1.27 GBP to USD exchange rate

The fractional entitlements of each Ocean Shareholder to Topco B Ordinary Shares and Topco Preference Shares under the Alternative Offer will be rounded down to the nearest whole number of Topco B Ordinary Shares and Topco Preference Shares per Ocean Shareholder. Fractional entitlements to Topco B Ordinary Shares and Topco Preference Shares will not be allotted or issued to such Ocean Shareholder but will be disregarded.

The maximum number of Topco B Ordinary Shares available to the Ocean Shareholders under the Alternative Offer will be limited to twenty (20) per cent. of the total ordinary share capital of Topco (the "Alternative Offer Maximum").

If elections are validly received from eligible Ocean Shareholders in respect of a number of Ocean Shares that would require the issue of Topco B Ordinary Shares exceeding the Alternative Offer Maximum, such elections will be unable to be satisfied in full. In these circumstances the number of Topco Securities to be issued in respect of each Ocean Share will be pro-rated, and the balance of the consideration for each Ocean Share will be paid in cash in accordance with the terms of the Cash Offer.

The availability of the Alternative Offer is conditional upon valid elections being made for such number of Topco B Ordinary Shares as represent at least five per cent. of the total ordinary share capital of Topco, failing which it will lapse. In these circumstances, no Topco Securities will be issued to any shareholder electing for the Alternative Offer and the consideration payable in respect of each Ocean Share will be settled entirely in cash in accordance with the terms of the Cash Offer.

The Topco Securities to be issued pursuant to the terms of the Acquisition have not been, and will not be, registered under the US Securities Act or under any laws or with any securities regulatory authority of any state, district or other jurisdiction, of the United States, and may only be offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable state and other securities laws. There will be no public offer of any securities in the United States.

More generally, the Alternative Offer is not being offered, sold or delivered, directly or indirectly, in or into any Restricted Jurisdiction and individual acceptances of the Alternative Offer will only be valid if all regulatory approvals required by an Ocean Shareholder to acquire Topco Preference Shares and Topco B Ordinary Shares have been obtained.

Shareholders that want to elect for the Alternative Offer will need to certify to being either: (i) both a Qualified Institutional Buyers and an Accredited Investor, or (ii) outside the United States (further details of which will be provided in the Merger Circular).

The issue of any Topco Preference Shares and Topco B Ordinary Shares pursuant to the Alternative Offer will be in accordance with the Rollover (details of which are set out below) and subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Merger Circular. Further details of Topco and the rights of Topco Securities are set out in paragraphs 11, 12 and 13 and in Appendix IV.

If the Acquisition becomes effective, and all conditions to the Alternative Offer are satisfied, Ocean Shareholders who do not validly elect to receive all their consideration by means of the Alternative Offer will automatically receive the full amount of the Cash Offer for their entire holding of Ordinary Shares.

  If the Acquisition becomes effective, eligible Ocean Shareholders that validly elect to receive consideration by means of the Alternative Offer will receive Topco Preference Shares and Topco B Ordinary Shares (in the amounts set out above) pursuant to a rollover mechanic pursuant to the terms of the Alternative Offer Arrangements, whereby:

· all of the Ocean Shares of the relevant electing Ocean Shareholders will be exchanged for loan notes to be issued by Bidco (the "Bidco Rollover Securities");

· immediately following and conditional on the issue of the Bidco Rollover Securities, it is contemplated that the Bidco Rollover Securities will be exchanged for loan notes to be issued by Debtco (the "Debtco Rollover Securities");

· immediately following and conditional on the issue of the Debtco Rollover Securities, it is contemplated that the Debtco Rollover Securities will be exchanged for loan notes to be issued by Midco (the "Midco Rollover Securities"); and

· immediately following and conditional on the issue of the Midco Rollover Securities, it is contemplated that the Midco Rollover Securities will be exchanged for the relevant number of Topco Preference Shares and Topco B Ordinary Shares to which eligible Ocean Shareholders are entitled in accordance with the Alternative Offer,

(together the "Rollover"). None of the securities described in the foregoing paragraph have been, or will be, registered under the US Securities Act or under any laws or with any securities regulatory authority of any state, district or other jurisdiction, of the United States, and will be issued pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable state and other securities laws. There will be no public offer of such securities in the United States. None of the securities described in the foregoing paragraph will be listed on a U.S. securities exchange or quoted on any inter-dealer quotation system in the United States.

Ocean Shareholders who elect for the Alternative Offer will be required, as a condition of such election, to: (i) grant a power of attorney in favour of Bidco, and (ii) provide certain confirmations that they are not a Restricted Shareholder, each of which shall be set out in (or in in a separate letter accompanying) the Form of Election. The power of attorney will provide for, amongst other things, the signing on behalf of such Ocean Shareholder (in such form as Bidco may require) of the Alternative Offer Arrangements and any exchange agreement, transfer, instrument, or other document deemed by Bidco (in its absolute discretion) to be necessary or desirable to effect the Rollover.

12.  Summary of Topco Securities

A summary of the key rights attaching to Topco Securities will be set out in the Merger Circular.

Following completion of the Acquisition, Topco's share capital will comprise Topco Preference Shares, Topco A Ordinary Shares, Topco B Ordinary Shares and Topco C Ordinary Shares. Topco A Ordinary Shares will be held by Atairos Holdings, the Rollover Managers and the Founder Shareholders, Topco B Ordinary Shares will be held by eligible Ocean Shareholders who elect for the Alternative Offer and Topco C Ordinary Shares will be held by certain managers who are invited to participate in the proposed replacement management incentive plan. Topco Preference Shares will be held by Atairos, the Rollover Managers, the Founder Shareholders and eligible Ocean Shareholders who elect for the Alternative Offer.

As an overview, Topco B Ordinary Shares and Topco Preference Shares will:

· not carry any general voting rights at general meetings of Topco, except in respect of a variation of their class rights;

· be unlisted and not registered for sale or resale under the US Securities Act, will not benefit from registration rights and will be transferable only in very limited circumstances;

· be entitled to customary pro-rata tag-along rights on any transfer of Topco A Ordinary Shares and Topco Preference Shares in Topco by Atairos Holdings (other than in respect of certain excluded transfers); and

· be subject to Atairos Holding's right to "drag along" (i.e. force the sale of) all shares held in Topco on any transfers of direct or indirect shareholdings of Topco by Atairos Holdings, on the same economic terms as Atairos Holdings, to a bona fide third party purchaser if, following such transfer, the purchaser would thereafter directly or indirectly hold a majority of the ordinary share capital of Topco.

13.  Risk factors and other investment considerations

  The attention of eligible Ocean Shareholders who may consider electing to receive all their consideration by means of the Alternative Offer is drawn to certain risk factors and other investment considerations relevant to such an election.

These will be set out in full in the Merger Circular but will include, inter alia, the following:

· upon the Acquisition becoming effective, Topco and its subsidiaries will be controlled by Atairos and neither the Topco Preference Shares nor the Topco B Ordinary Shares will carry any general voting rights at general meetings of Topco except in respect of a variation of their class rights;

· Topco Preference Shares and Topco B Ordinary Shares will comprise securities in a private and unquoted company, and there is no current expectation that they will be listed or admitted to trading on any exchange or market for the trading of securities, and will therefore be illiquid;

· the value of Topco Preference Shares and Topco B Ordinary Shares will at all times be uncertain and there can be no assurance that any such securities will be capable of being sold in the future;

· upon completion of the Acquisition:

Ocean is expected to become liable for fees and expenses of professional advisors and service providers in connection with the transaction of no more than £8.4 million as well as other incidental costs of no more than £0.9 million associated with the Acquisition;

Bidco is expected to become liable for fees and expenses in connection with the transaction (including in respect of costs associated with the debt financing) of approximately £14.4 million and payment of these fees will have a commensurately adverse impact on the cash resources of the Group; and

the Group will have borrowed £140 million pursuant to the debt financing described in paragraph 10 of this announcement;

· payments in respect of Topco Preference Shares and Topco B Ordinary Shares will not be guaranteed or secured and, save for any preferred dividend that may be paid-out on the Topco Preference Shares (as further described in Appendix IV), it is not anticipated that Topco will declare or pay any dividends;

· Topco Preference Shares and Topco B Ordinary Shares will be subject to transfer restrictions and can only be transferred in very limited circumstances;

· the holders of Topco Preference Shares and Topco B Ordinary Shares will not enjoy any minority protections or other rights save for those rights required by applicable Cayman law;

· the holders of Topco Preference Shares and Topco B Ordinary Shares may be required in the future to sell their shares under the terms of a ''drag along'' provision in the Topco Articles; and

· the holders of the Topco Preference Shares and the Topco B Ordinary Shares will not be afforded the same level of protections and disclosure of information (which shall be limited to such information as Topco is required by Cayman law to provide to them) that they currently benefit from as shareholders in Ocean as a company listed on the standard segment of the Main Market.

14.  Arrangements with Management

Hurdle Shares

As announced on 21 May 2021, Ocean put in place an updated management incentive plan ("MIP") pursuant to which participants receive a combination of a cash incentive award and Hurdle Shares.

In connection with the Acquisition and to provide Bidco with certainty regarding the number of new Ordinary Shares to be issued pursuant to the MIP as at the Effective Date, each holder of Hurdle Shares has entered into separate sale and purchase agreements (the "Hurdle Share SPAs") pursuant to which their Hurdle Shares will be acquired by Ocean in return for the issue by Ocean of an aggregate amount of 405,525 new Ordinary Shares immediately prior to the Merger becoming Effective, such that such Ordinary Shares are subject to the Management Rollover Arrangements.

Management Rollover

Atairos attaches great importance to the experience of Ocean's management team and considers that they will be a critical part of the future of the Ocean business.

The Rollover Managers will continue to provide services to Ocean following the Effective Date and, accordingly, will rollover part of the cash proceeds that would otherwise be payable to and received by them in accordance with the Cash Offer pursuant to the Management Rollover Arrangements, whereby on the Effective Date:

· 758,876 Ordinary Shares held by the Rollover Managers ( in aggregate) will remain outstanding following the Merger and shall not be cancelled, and will be exchanged for GPB denominated loan notes to be issued by Bidco (the "Bidco Management Rollover Securities"); and

· immediately following the issue of the Bidco Management Rollover Securities, it is contemplated that the Bidco Management Rollover Securities will, by means of a series of put and call options, be exchanged for loan notes to be issued by Debtco, which will be exchanged for loan notes to be issued by Midco, which will then be exchanged for the equivalent of $7,497,699 worth of Topco Preference Shares (in aggregate) and $394,616 worth of Topco A Ordinary Shares (in aggregate) at a 1.27 GBP to USD exchange rate, to which the eligible Rollover Managers are entitled under the Management Rollover Arrangements.

In addition, certain Rollover Managers have undertaken to subscribe for the equivalent of $158,065 worth of Topco Preference Shares and $8,319 worth of Topco A Ordinary Shares, in aggregate, for cash at closing of the Acquisition.

Proposed management incentive plan

With the consent of the Ocean Board, Bidco and management have had discussions on, and have agreed the key principles for, a proposed replacement management incentive plan to be put in place following closing of the Acquisition. Those managers who are invited to participate in the proposed replacement management incentive plan will be offered the opportunity to subscribe for customary "sweet equity" in the form of Topco C Ordinary Shares.

By way of illustration only of the possible dilution to holders of Topco Securities, if on an exit in 5 years' time a 3.0x return on initial equity is assumed, it is expected that Topco C Ordinary Shares to be issued pursuant to the proposed replacement management incentive plan would dilute the Topco share capital by no more than approximately 6.0 per cent.

15.  Arrangements with Founder Shareholders

Each Founder will rollover part of the proceeds to which they would otherwise be entitled pursuant to the Founder Share Offer. This rollover is structured in a similar way to the Alternative Offer and Rollover Managers' rollover, and will be implemented pursuant to the Founder Rollover Arrangements, whereby on the Effective Date:

· 1,866,657 Ordinary Shares (in aggregate) and 186,107 Founder Shares (in aggregate) held by the Founders will remain outstanding following the Merger and shall not be cancelled, and will be exchanged for GBP denominated loan notes to be issued by Bidco (the "Bidco Founder Rollover Securities"); and

· immediately following the issue of the Bidco Founder Rollover Securities, it is contemplated that the Bidco Founder Rollover Securities will, by means of a series of put and call options, be exchanged for loan notes to be issued by Debtco, which will be exchanged for loan notes to be issued by Midco, which will then be exchanged for the equivalent of $30,528,051 worth of Topco Preference Shares (in aggregate) and $1,606,740 worth of Topco A Ordinary Shares (in aggregate) at a 1.27 GBP to USD exchange rate, to which the eligible Founders are entitled under the Founder Rollover Arrangements.

It is intended that the share capital of Ocean (including all Founder Shares transferred pursuant to the Founder Put and Call Deed) will, on or shortly following the Effective Date, be reorganised into a single class of ordinary shares held by Bidco.

Bidco and the Founders have agreed that the Founders may request that Bidco discuss in good faith and consider any change to the structure of the rollover.

16.  De-listing of Ocean

It is intended that dealings in Ocean Shares will be suspended at 6.00 p.m. on the Business Day prior to the Effective Date. It is further intended that a request will be made to the London Stock Exchange to cancel trading in the Depositary Interests on the standard segment of its Main Market for officially listed securities and to the FCA to remove the Depositary Interests from the Official List with effect as of the Effective Date.

Immediately prior to the Merger becoming effective, the Depositary Interests will be cancelled. At that point any certificates in respect of the Depositary Interests will cease to be valid and the Depositary Interests held in CREST will be cancelled.

17.   Overseas shareholders

The availability of the Acquisition (including, for the avoidance of doubt, the right to make an election for Topco Preference Shares and Topco B Ordinary Shares under the Alternative Offer) and the distribution of this Announcement to persons resident in, or citizens of, or otherwise subject to, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Ocean Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

18.  Expected timetable

Further details on the timetable for implementation of the Merger will be set out in the Merger Circular, which will also include the notice of the Shareholder Meetings and specify the necessary actions to be taken by Ocean Shareholders. It is expected that the Merger Circular will be posted on or around mid-May 2022 and that the Shareholder Meeting will be held in early June 2022.

Subject to satisfaction of the relevant Conditions as set out in the Merger Implementation Agreement (as summarised in Appendix I to this announcement), the Merger is expected to become effective in mid-June 2022.

 

 

APPENDIX I:

CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION

Part 1  Conditions of the Acquisition

Merger approvals

1.  Approval of this Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, by a resolution of members with the affirmative vote of in excess of 50 per cent. of the votes of the Ordinary Shares which were present at a duly convened and constituted meeting of the holders of Ordinary Shares and which were voted and not abstained (the "Ordinary Shareholder Approval").

2.  Approval of this Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, by a resolution of members with the affirmative vote of in excess of 50 per cent. of the votes of the Founder Shares which were present at a duly convened and constituted meeting of the holders of Founder Shares and which were voted and not abstained (the "Founder Shareholder Approval").

3.  Approval of this Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, by resolution of the respective directors of each of Bidco, Merger Sub and Ocean.

4.  The Articles of Merger having been executed by each of Ocean and Merger Sub.

Ukraine conflict

5.  There having been no significant escalation of the Ukraine conflict. An escalation will be significant if there is:

(a)  an expansion, or the reasonable probability of an expansion, of the conflict into any NATO country, Finland or Sweden; or

(b)  the direct participation, or the reasonable probability of the direct participation, of the armed forces of any NATO country, Finland or Sweden (whether individually or as part of a NATO force) in the conflict,

which, in either case, would have or would be reasonably likely to have a material impact on the business environment in the markets in which the Wider Ocean Group operates.

Swedish antitrust approval

6.  All required filings having been made under the Swedish Competition Act (2008:579) and either the Swedish Competition Authority having issued a decision clearing the Merger or any waiting period applicable to the Merger having expired or been terminated.

General Governmental Authority Clearances

7.  All notifications to and filings and applications with Governmental Authorities which are necessary or are considered appropriate by Bidco (acting reasonably) having been made, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in each case in connection with the Merger or the acquisition or proposed acquisition of any shares or other securities in, or control or management of any member of, the Wider Ocean Group by any member of the Wider Bidco Group, where the failure to make such a notification or filing or to wait for the expiry, lapse, or termination of any such waiting or time period would be unlawful in any relevant jurisdiction.

8.  No Governmental Authority having intervened and there not continuing to be outstanding any statute, regulation or order of any Governmental Authority in each case which would or might reasonably be expected to:

(a)  make the Merger or, in each case, its implementation or the acquisition or proposed acquisition by Bidco or any member of the Wider Bidco Group of any shares or other securities in, or control or management of any member of the Wider Ocean Group void, illegal or unenforceable in any relevant jurisdiction, or otherwise directly or indirectly restrain, prevent, prohibit, restrict or delay the same or impose additional conditions or obligations with respect to the Merger or acquisition, or otherwise impede, challenge or interfere with the Merger or acquisition, or require amendment to the terms of the Merger or the acquisition or proposed acquisition of any Shares or the acquisition of control or management of Ocean or the Wider Ocean Group by Bidco or any member of the Bidco Group;

(b)  limit or delay, or impose any limitations on, the ability of any member of the Wider Bidco Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise voting or management control over, any member of the Wider Ocean Group or of the Wider Bidco Group;

(c)  require, prevent or materially delay the divestiture by any member of the Wider Bidco Group of any shares or other securities in any member of the Wider Ocean Group;

(d)  require, prevent or materially delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider Bidco Group or by any member of the Wider Ocean Group of all or any part of their respective businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);

(e)  limit the ability of any member of the Wider Bidco Group or of the Wider Ocean Group to conduct or integrate or coordinate its business, or any part of it, with the business or any part of the business of any other member of the Wider Bidco Group or of the Wider Ocean Group;

(f)   result in any member of the Wider Ocean Group or the Wider Bidco Group ceasing to be able to carry on business under any name under which it presently does so; or

(f)  otherwise adversely affect any or all of the assets, business, profits, financial or trading position or prospects of any member of the Wider Bidco Group or of the Wider Ocean Group.

9.  All Authorisations which are considered necessary by Bidco (acting reasonably) in any relevant jurisdiction for or in respect of the Merger or the acquisition or proposed acquisition of any shares or other securities in, or control or management of any member of the Wider Ocean Group by any member of the Wider Bidco Group or the carrying on by any member of the Wider Ocean Group of its business having been obtained in terms and in a form reasonable satisfactory to Bidco from all appropriate Governmental Authorities or from any persons or bodies with whom any member of the Wider Ocean Group has entered into contractual arrangements in each case where the absence of such Authorisation would have an adverse effect on the Wider Ocean Group taken as a whole and all such material Authorisations remaining in full force and effect and there being no notice or intimation of any intention to, revoke, suspend, restrict, modify or not to renew any of the same.

Certain matters arising as a result of any arrangement, agreement etc.

10.  Except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider Ocean Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance, which, in each case as a consequence of the Merger or the acquisition or proposed acquisition of any shares or other securities in, or control of any member of the Wider Ocean Group by any member of the Wider Bidco Group or otherwise, would or might reasonably be expect to result in:

(a)  any monies borrowed by, or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider Ocean Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity date or repayment date or the ability of any member of the Wider Ocean Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

(b)  the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Ocean Group or any such mortgage, charge or other security interest (wherever created, arising or having arisen) becoming enforceable otherwise than in the ordinary course of business;

(c)  any such arrangement, agreement, licence, permit, franchise or instrument, or the rights, liabilities, obligations or interests of any member of the Wider Ocean Group thereunder, being, or becoming capable of being, terminated or adversely modified or affected or any adverse action being taken or any onerous obligation or liability arising thereunder;

(d)  any asset or interest of any member of the Wider Ocean Group being or falling to be disposed of or charged or ceasing to be available to any member of the Wider Ocean Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider Ocean Group otherwise than, in each case, in the ordinary course of business;

(e)  any member of the Wider Ocean Group ceasing to be able to carry on business under any name under which it presently does so;

(f)  the creation of any liability (actual or contingent) by any member of the Wider Ocean Group other than trade creditors or other liabilities incurred in the ordinary course of business;

(g)  the creation or acceleration of any liability to taxation of any such member other than liabilities incurred in the ordinary case;

(h)   the interests or business of any member of the Wider Ocean Group in or with any other person, firm, company or body, or any agreements or arrangements relating to any such interests or business, being terminated or adversely modified or affected; or

(i)  the financial or trading position or the prospects or the value of any member of the Wider Ocean Group being prejudiced or adversely affected,

and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument, would or might reasonably be expected to, as a consequence of the Merger or acquisition, result in any of the events or circumstances which are referred to in paragraphs (a) to (i) of this Condition 10.

Certain events occurring since 31 December 2020

11.  Except as Disclosed, no member of the Wider Ocean Group having, since 31 December 2020:

(a)  issued or agreed to issue, or authorised the issue of, additional shares or securities of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to sell or transfer any shares out of treasury (save as between Ocean and wholly-owned subsidiaries of Ocean or between such wholly-owned subsidiaries and save for (i) options or awards granted under, or (ii) Shares transferred from treasury or issued upon the exercise of any options or the vesting or settlement of awards granted under, in either case, any Ocean share plans);

(b)  purchased or redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (save as between Ocean and wholly-owned subsidiaries of Ocean or between such wholly-owned subsidiaries);

(c)  recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus issue other than to Ocean or a wholly-owned subsidiary of Ocean;

(d)  save for any transaction between Ocean and a wholly-owned subsidiary of Ocean or between such wholly-owned subsidiaries, entered into, implemented or authorised the entry into, any joint venture or asset or profit sharing arrangement, or merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or, other than in the ordinary course of business, transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in any undertaking and trade investments) or authorised the same;

(e)  except as between Ocean and its wholly-owned subsidiaries or between such wholly-owned subsidiaries made or authorised any change in its loan capital, in each case other than in connection with ordinary course financing arrangements;

(f)  issued or authorised or proposed the issue of, or made any change in or to, any debentures or (except in the ordinary course of business or except as between Ocean and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred or increased any indebtedness or liability (actual or contingent);

(g)  acquired or disposed of or transferred, mortgaged or encumbered any asset or any right, title or interest in any asset (other than in the ordinary course of trading);

(h)  other than in the ordinary course of business, entered into, varied, or authorised, proposed or announced its intention, other than in the ordinary course of business, to enter into or vary any agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:

(i)  is of a long term, onerous or unusual nature or magnitude or which could reasonably be expected to involve an obligation of such nature or magnitude; or

(ii)  could reasonably be expected to restrict the business of any member of the Wider Ocean Group,

(i)  other than pursuant to the Merger and except as between Ocean and its wholly-owned subsidiaries or between such wholly-owned subsidiaries entered into, implemented, effected, authorised or announce its intention to enter into, implement, effect or propose any merger, demerger, reconstruction, amalgamation, scheme, acquisition commitment or other transaction or arrangement in respect of itself or another member of the Wider Ocean Group otherwise than in the ordinary course of business;

(j)  (other than in respect of a member of the Wider Ocean Group which is dormant and was solvent at the relevant time), taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding up (voluntarily or otherwise), dissolution, reorganisation or for it to enter into any arrangement or composition for the benefit of its creditors, or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction;

(k)  been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(l)  except as between Ocean and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, waived, compromised or settled any claim, other than in the ordinary course of business;

(m)  made any alteration to its articles of association or other constitutional documents to an extent which is material in the context of the Merger or the acquisition by any member of the Wider Bidco Group of any shares or other securities in, or control of, Ocean or any other member of the Wider Ocean Group;

(n)  entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, agreement or arrangement with any of the directors or senior executives of any member of the Wider Ocean Group in each case, save for salary increases, bonuses or variations of terms in the ordinary course;

(o)  proposed, agreed to provide or modified the terms of any Ocean share scheme or any other or share-based incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Ocean Group;

(p)  except in relation to changes made or agreed as a result of, or arising from, legislation or changes to legislation, made or agreed or consented to any change to: (i) the terms of the trust deeds, rules, policy or other governing documents constituting any pension scheme or other retirement or death benefit arrangement established for the directors, former directors, employees or former employees of any entity in the Wider Ocean Group or their dependents (a "Relevant Pension Plan"); (ii) the basis on which benefits accrue, pensions which are payable or the persons entitled to accrue or be paid benefits, under any Relevant Pension Plan; (iii) the basis on which the liabilities of any Relevant Pension Plan are funded or valued; (iv) the manner in which the assets of any Relevant Pension Plan are invested; (v) the basis or rate of employer contribution to a Relevant Pension Plan;

(q)  carried out any act: (i) which would or could reasonably be expected to lead to the commencement of the winding up of any Relevant Pension Plan; (ii) which would or might create a debt owed by an employer to any Relevant Pension Plan; or (iii) which would or might accelerate any obligation on any employer to fund or pay additional contributions to any Relevant Pension Plan; or

(r)  entered into any agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this Condition 11.

No adverse change, litigation or regulatory enquiry

12.  Since 31 December 2020, except as Disclosed:

(a)  there having been no adverse change or deterioration in the business, assets, financial or trading positions or profits or prospects of any member of the Wider Ocean Group taken as a whole or in the context of the Merger;

(b)  no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Ocean Group is or may become a party (whether as plaintiff, defendant or otherwise) and no investigation of any Governmental Authority against or in respect of any member of the Wider Ocean Group having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider Ocean Group;

(c)  no enquiry or investigation by, or complaint or reference to, any Governmental Authority having been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Wider Ocean Group;

(d)  no contingent or other liability of any member of the Wider Ocean Group having arisen or become apparent or increased;

(e)  no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Ocean Group, which is necessary for the proper carrying on of its business; or

(f)  no member of the Wider Ocean Group having conducted its business in breach of any applicable laws and regulations.

No discovery of certain matters

13.  Except as Disclosed, Bidco not having discovered that:

(a)  any financial or business or other information concerning the Wider Ocean Group disclosed at any time by or on behalf of any member of the Wider Ocean Group publicly or to any member of the Wider Bidco Group or to any of their advisers, is materially misleading or contains any material misrepresentation of fact or omits to state a fact necessary to make any information contained therein not materially misleading and which was not subsequently corrected before the date of this Announcement by disclosure either publicly or otherwise to Bidco or its professional advisers;

(b)  any member of the Wider Ocean Group is subject to any liability (actual or contingent);

(c)  any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Ocean Group; or

(d)  that there is, or is likely to be, any liability, whether actual or contingent, to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Ocean Group or any other property or any controlled waters under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant authority or Governmental Authority or otherwise.

Intellectual Property, Data Privacy and Cybersecurity

14.  Except as Disclosed, no circumstance having arisen or event having occurred in relation to any intellectual property owned or licensed, or otherwise used by any member of the Wider Ocean Group, including:

(a)  any member of the Wider Ocean Group losing its exclusive title to any intellectual property related to its business, or any intellectual property owned by the Wider Ocean Group and material to the Wider Ocean Group taken as a whole being revoked, cancelled or declared invalid or unenforceable;

(b)  any claim being filed or threatened alleging that any member of the Wider Ocean Group has infringed, misappropriated or violated the intellectual property rights of a third party;

(c)  any infringement, misappropriation or other violation by any third party of any intellectual property owned or controlled by any member of the Wider Ocean Group; or

(d)  any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Ocean Group being terminated or varied.

15.  Except as Disclosed, no circumstance having arisen or event having occurred in relation to the data privacy and cybersecurity practices of the Wider Ocean Group, including:

(a)  any breach, or unauthorized use, access, interruption, modification or corruption, of any information technology assets of any member of the Wider Ocean Group (or any information or transactions stored or contained therein or transmitted thereby); or

(b)  any non-compliance by any member of the Wider Ocean Group with any applicable law or contractual obligation, in each case, relating to the collection, use, storage, disclosure or other processing of any personal information and other confidential data or information collected or stored by or on behalf of such member.

Anti-corruption, sanctions and criminal property

16.  Except as Disclosed, Bidco not having discovered that:

(a)  (i) any past or present member, director, officer or employee of the Wider Ocean Group is or has at any time during the course of such person's employment with any member of the Wider Ocean Group engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other anti-corruption legislation applicable to the Wider Ocean Group or (ii) any person that performs or has performed services for or on behalf of the Wider Ocean Group is or has at any time during the course of such person's performance of services for any member of the Wider Ocean Group engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anticorruption legislation;

(b)  any asset of any member of the Wider Ocean Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(c)  any past or present member, director, officer or employee of the Wider Ocean Group, or any person that performs or has performed services for or on behalf of any such company is or has, at any time during the course of such person's employment with, or performance of services for or on behalf of, any member of the Wider Ocean Group, engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (i) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HM Revenue & Customs; or (ii) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states; or

(d)  a member of the Wider Ocean Group has engaged in any transaction which would cause Atairos or any member of the Bidco Group to be in breach of any law or regulation upon its Acquisition with Ocean, including the economic sanctions of the United States Office of Foreign Assets Control, or HM Revenue & Customs, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states.

Part 2  Certain further terms of the Acquisition

1.  The Merger, and any dispute or claim arising out of, or in connection with the Merger, will be governed by BVI law. Any dispute or claim arising out of, or in connection with the Merger Implementation Agreement (except to the extent that the internal law of the BVI, pursuant to conflict of laws principles of BVI law, is required to be applied) or the irrevocable undertakings, (whether contractual or non-contractual in nature) will be governed by English law and will be subject to the jurisdiction of the Courts of England and Wales.

2.  Save as set out in the Plan of Merger, Ocean Shares and Depositary Interests will be cancelled under the Merger. Neither the Implementation Agreement nor the Plan of Merger provide for the transfer, or the agreement to transfer, Depositary Interests to Bidco.

Part 3 - Material Adverse Change

"Change" means any event, circumstance, development, state of facts, occurrence, change or effect (whether existing or occurring on or after the date of this Agreement);

"Material Adverse Change" means any Change that is, or would reasonably be expected to be, individually or in combination with any other Change, materially adverse to the business, assets, condition (financial or otherwise), liabilities, results or operations of the Wider Ocean Group taken as a whole, provided always that no Change to the extent resulting from any of the following shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Material Adverse Change, or whether a Material Adverse Change would reasonably be expected to occur:

(a)  any changes after the date hereof in the United Kingdom, European or US economic conditions, including changes in the United Kingdom securities, credit, financial, debt or other capital markets;

(b)  any failure, in and of itself, by any member of the Wider Ocean Group to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (it being understood that the underlying or contributing cause of such failure may be taken into account in determining whether a Material Adverse Change has occurred or is reasonably expected to occur);

(c)  any change, in and of itself, in the market price or trading volume of the Ordinary Shares (it being understood that any Change underlying or contributing to such change in market price or trading volume may be taken into account in determining whether a Material Adverse Change exists);  

(d)  any breach of this Agreement by Bidco or Merger Sub;

(e)  any changes after the date hereof in any applicable law, IFRS or GAAP (or authoritative interpretations thereof);

(f)  any action or omission taken by Ocean pursuant to the written request of Bidco or Merger Sub; or

(g)  any acts of God, natural disasters, terrorism, armed hostilities, sabotage, war or any escalation or worsening of acts of war, epidemic, pandemic or disease outbreak (including the COVID-19 virus),

provided, however, that any Change referred to in (a), (e), (f) and (g) above may be taken into account in determining whether there has been a Material Adverse Change to the extent such Change has a disproportionate adverse effect on the Ocean Group taken as a whole, as compared to other participants in the industry in which the Ocean Group operates (in which case the incremental disproportionate impact or impacts may be taken into account in determining whether or not a Material Adverse Change has occurred or is reasonably expected to occur).

 

 

APPENDIX II:

SOURCES OF FINANCIAL INFORMATION AND BASES OF CALCULATION

 

1  Unless otherwise stated, the financial information on Ocean is extracted or derived (without material adjustment) from the audited consolidated financial statements of Ocean for the financial year to 31 December 2020.

2  The fully diluted ordinary share capital of Ocean is calculated on the basis of: (i) 53,930,223 Ordinary Shares in issue on 29 April 2022 (and excluding 396,730 Ordinary Shares held in treasury), (ii) 405,525 Ordinary Shares to be issued pursuant to Hurdle Shares SPAs, and (ii) 350,000 Founder Shares.

3  Unless otherwise stated, all prices quoted for Ocean Shares have been derived from Bloomberg and represent closing middle market prices on the relevant date and are round to the nearest one decimal place.

4  The volume weighted average prices of an Ordinary Share are derived from data provided by Bloomberg and are round to the nearest one decimal place.

5  Exchange rates have been derived from Bloomberg and have been rounded to the nearest four decimal places.

6  Certain figures in this announcement have been subject to rounding adjustments.

 

 

APPENDIX III:

IRREVOCABLE UNDERTAKINGS

 

1.  Directors and Rollover Managers

Each Ocean Director and certain Rollover Managers have given an irrevocable undertaking in respect of their own beneficial shareholdings (and any Shares held by their Connected Persons) representing 1,451,539 Ordinary Shares (approximately 2.7 per cent. of the issued Ordinary Shares of Ocean (excluding Ordinary Shares held in treasury)) and 73,500 Founder Shares (approximately 21.0 per cent. of the issued Founder Shares), in each case on 29 April 2022 (being the Business Day immediately prior to the date of this announcement).

 

Name of Director / Manager

Number of Ordinary Shares

Percentage of Ordinary Shares

Aryeh Bourkoff

88,000

0.2%

Timothy Bleakley

322,423

0.6%

Stephen Joseph

107,287

0.2%

Andrew Barron

583,367

1.1%

Robert D Marcus

131,731

0.2%

Sangeeta Desai

20,503

0.0%

Thomas Smith

9,829

0.0%

Martin HP Soderstrom

25,503

0.0%

Stephen George

84,805

0.2%

Richard Malton

70,049

0.1%

Nicholas Shaw

8,042

0.0%

 

 

 

Name of Director

Number of Founder Shares

Percentage of Founder Shares

Andrew Barron

73,500

21.0%

    

 

Each Ocean Director and Rollover Manager listed above has irrevocably undertaken to Bidco that he or she will exercise or, where applicable, procure the exercise of, all votes in relation to the Ocean Shares held by him or her or by any of his or her Connected Persons (excluding, in respect of Aryeh Bourkoff, LionTree Ocelot LLC which has given a separate undertaking) together with any Ocean Shares issued or unconditionally allotted or otherwise acquired by him or her or any of his or her Connected Persons after the date of the undertaking, in favour of the Merger and the related resolutions at the Shareholder Meetings.

The irrevocable undertakings from the Ocean Directors and the Rollover Managers listed above will lapse and cease to be binding on termination of the Merger Implementation Agreement.

 

 

2.     Other Ocean Shareholders

The following Ocean Shareholders have given irrevocable undertakings in respect of 3,084,161 Ordinary Shares (approximately 5.7 per cent. of the issued Ordinary Shares of Ocean (excluding Ordinary Shares held in treasury)) and 276,500 Founder Shares (approximately 79 per cent. of the issued Founder Shares), in each case on 29 April 2022 (being the Business Day immediately prior to the date of this announcement).

Name of Shareholder

Number of Ordinary Shares

Percentage of Ordinary Shares

LionTree Ocelot LLC

1,838,095

3.4%

Mariposa Acquisition III LLC

1,246,066

2.3%

 

Name of Shareholder

Number of Founder Shares

Percentage of Founder Shares

LionTree Ocelot LLC

199,500

57.0%

Mariposa Acquisition III LLC

77,000

22.0%

 

The above Founder Shareholders have each irrevocably undertaken to Bidco that it will exercise all votes in relation to the Ocean Shares held by it (together with any Ocean Shares issued or unconditionally allotted or otherwise acquired by it after the date of the undertaking) in favour of the Merger and the related resolutions at the Shareholder Meetings. The irrevocable undertaking will lapse and cease to be binding in the same circumstances as the Ocean Director irrevocable undertakings described above.

 

 

APPENDIX IV:

DETAILS OF TOPCO AND TOPCO SECURITIES

1.  Information on Topco

The share capital of Topco currently comprises one share of £1.00 par value but will be reorganised pursuant to the Acquisition so that it comprises of the Target Securities on the terms to be set out in the Merger Circular.

Following completion of the Acquisition, Topco's share capital will comprise Topco Preference Shares, Topco A Ordinary Shares, Topco B Ordinary Shares and Topco C Ordinary Shares.

Topco A Ordinary Shares will be held by Atairos Holdings, the Rollover Managers and the Founder Shareholders, Topco B Ordinary Shares will be held by eligible Ocean Shareholders who elect for the Alternative Offer and Topco C Ordinary Shares will be held by the those managers who are invited to participate in the proposed replacement management incentive plan. Topco Preference Shares will be held by Atairos Holdings, the Rollover Managers, the Founder Shareholders and eligible Ocean Shareholders who elect for the Alternative Offer.

Set out below is a summary of the proposed provisions of the Topco Articles governing the terms on which eligible Ocean Shareholders who elect for the Alternative Offer will hold Topco Preference Shares and Topco B Ordinary Shares. Further details will be included in the Merger Circular. The Topco Securities will be sold without registration under the US Securities Act and will be subject to restrictions on transfers under US securities law.

2.  Terms of issue

Topco Preference Shares and Topco B Ordinary Shares to be issued to eligible Ocean Shareholders who validly elect for the Alternative Offer in accordance with the Rollover will be issued credited as fully paid and will rank economically pari passu with Topco Preference Shares and Topco A Ordinary Shares, respectively, held and issued to Atairos Holdings, the Founders and the Rollover Managers in connection with the Acquisition.

3.  Economic rights

Topco Preference Shares will be entitled to a fixed cumulative preferential dividend at an annual rate of 12 per cent. of their issue price ("Preferred Dividends"), which will be compounded annually.

In connection with any dividend, distribution or other return of capital in respect of Topco Securities, whether on liquidation, on an Exit or otherwise (except on a redemption or purchase by Topco of any shares), the surplus assets of the Company shall be applied in the following order: (a) in respect of each Topco Preference Share: (i) first, an amount equal to all accrued and unpaid Preferred Dividends calculated up to and including the date of the return of capital, and (ii) second, as to the balance (if any), an amount up to the aggregate issue price thereof, (b) the balance (if any) shall then be distributed to the holders of the Topco A Ordinary Shares, Topco B Ordinary Shares and Topco C Ordinary Shares (pari passu as if the same constituted one class of share) an amount up to the aggregate issue price thereof, and (c) the balance (if any) shall then be distributed amongst the holders of Topco A Ordinary Shares, Topco B Ordinary Shares and Topco C Ordinary Shares (pari passu as if the same constituted one class of share) according to the number of such ordinary shares held by the relevant shareholders at the relevant time.

4.  Voting rights

  Topco B Ordinary Shares, Topco C Ordinary Shares and Topco Preference Shares will not entitle the holders thereof to: (i) any votes; (ii) receive a copy of any written resolution; or (iii) receive notice of any general or special meetings, or any other documents or information from Topco, except, in each case, in respect of varying the class rights of such class of shares and any rights required to be conferred on holders under Cayman law.

5.  Transfers

No Topco Preference Shares or Topco B Ordinary Shares will be transferable without the prior written consent of Atairos Holdings except pursuant to the drag and tag rights described below or in respect of customary permitted transfers to specified associates. No Topco C Ordinary Shares will be transferable without the prior written consent of Atarios Holdings.

6.  Stapling

  Customary stapling provisions shall apply in respect of any transfers of Topco Securities such that Topco Preference Shares and Topco B Ordinary Shares must generally be transferred together in fixed ratios.

7.  Exit Arrangements

Any future share sale, asset sale, IPO, winding up or other form of liquidity event relating to Topco (an "Exit") shall occur at the absolute discretion of Atairos Holdings. All of Topco's equityholders will be required to co-operate and take such actions in respect of any proposed Exit as are reasonably and customarily requested by the Ocean or Atairos Holdings. This will include without limitation any reorganisation, restructuring or other corporate (or similar) action required to facilitate such Exit and, in the case of an IPO, entering into customary "lock-up" undertakings.

8.  Drag-along and tag-along

  Atairos Holdings will have a customary drag-along right pursuant to which it may require each other equityholder of Ocean to transfer its Topco Securities in a sale of the Company, whether by merger, sale of equity interests, sale of assets or otherwise, so long as such sale results in the transfer of more than 50% of the Topco Securities or all or substantially all of the assets of Ocean.

  Each holder of Topco Securities shall have a pro rata tag right on the same economic terms on any transfer of direct or indirect shareholdings in Ocean by Atairos Holdings (other than in respect of certain excluded transfers including, but not limited to, customary permitted transfers, pursuant to a reorganization, IPO, where a drag right has been exercised, and/or certain syndications to co-investors). Only holders of Topco A Ordinary Shares or Topco B Ordinary Shares/Topco Preference Shares may tag on any sale by Atairos Holdings of its stapled Topco A Ordinary/Topco Preference Shares.

9.  No registration and legal restrictions on transfer

The Topco Securities to be issued pursuant to the terms of the Acquisition have not been, and will not be, registered under the US Securities Act or under any laws or with any securities regulatory authority of any state, district or other jurisdiction, of the United States, and may only be offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable state and other securities laws. Further details on the legal restrictions on transfer of the Topco Securities (if permitted by Atairos Holdings) will be provided in the documentation relating to the Merger.
 

APPENDIX V:

DEFINITIONS

 

The following definitions apply throughout this announcement unless the context requires otherwise:

"Acquisition"

the proposed acquisition by Bidco of all of the issued and to be issued Ocean Shares which a member of the Bidco Group does not already own, to be implemented by means of the Merger and the Rollover Arrangements

"Acquisition Proposal"

means a proposal to acquire all or substantially all of the issued and to be issued Ordinary Shares together with all of the issued and to be issued Founder Shares

"Alternative Offer"

the alternative to the Cash Offer pursuant to which eligible Ocean Shareholders may elect to receive Topco Preference Shares and Topco B Ordinary Shares in exchange for each Ocean Share at a ratio to be specified in the Merger Circular, the terms and conditions of which will be set out in the Merger Circular

"Alternative Offer Arrangements"

the put and call deed in respect of the Rollover to be entered into between, inter alios, Bidco, Debtco, Midco and Topco

"Alternative Offer Maximum"

means 20 per cent. of the total ordinary share capital of Topco

"Articles of Merger"

the articles of merger executed by the Ocean Directors and Merger Sub Directors in accordance with section 171 of the BVI Companies Act

"Atairos"

Atairos Group, Inc.

"Atairos Holdings"

means A-I Holdings, LLC (a wholly-owned subsidiary of Atairos)

"Authorisations"

means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, provisions and approvals, in each case, of a Governmental Authority

"Barclays"

Barclays Bank plc, acting through its investment bank

"Bidco"

Atoll Bidco Ltd

"Bidco Board"

the board of directors of Bidco

"Bidco Group"

Bidco and its Group Undertakings (which shall be construed in accordance with section 1161 UK Companies Act 2006)

"Business Day"

a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York and the BVI

"BVI"

the British Virgin Islands

"BVI Companies Act"

the BVI Business Companies Act, 2004 (as amended from time to time)

"Code"

the City Code on Takeovers and Mergers

"Conditions"

the conditions to the implementation of the Acquisition (including the Merger) which are set out in the Merger Implementation Agreement and set out at Appendix I to this announcement and will be set out in the Merger Circular

"Connected Persons"

means, in relation to a person, any of such persons family members (within the meaning given in section 253 of the Companies Act 2006), any trust of which such person or any of such person's family members is a beneficiary and any body corporate to which such person is or any of such person's family members is connected (within the meaning given in section 254 of the Companies Act 2006)

"CREST"

the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK & Ireland Ltd is the operator

"Debtco"

Atoll Debtco Ltd

"Depositary"

Computershare Investor Services PLC

"Depositary Interests"

the interests representing Ocean Shares issued through the Depositary

"Disclosed"

means the information fairly disclosed by, or on behalf of, Ocean: (i) in the Merger Implementation Announcement or this announcement (ii) in any other public announcement made by Ocean in accordance with the Market Abuse Regulation (EU 596/2014) (as adopted by the European Union (Withdrawal) Act 2018) or the Listing Rules or the Disclosure Guidance and Transparency Rules of the FCA after 31 December 2020 and prior to the date of this Agreement, or (iii) in the virtual data room operated on behalf of Ocean in respect of the Merger as at 5.00 pm on 22 April 2022

"Effective"

in the context of the Acquisition means the Merger having become effective pursuant to its terms

"Effective Date"

the date on which the Merger becomes Effective

"Enhancement Rights Value"

aggregate amount of $10,786,045

"Exit"

has the meaning given to the term in paragraph 7 of Appendix IV to this announcement

"FCA"

the Financial Conduct Authority or its successor from time to time

"Form of Election"

the form of election for use by Ocean Shareholders electing to receive Topco Preference Shares and Topco B Ordinary Shares pursuant to the Alternative Offer

"Founders"

Andrew Barron, Aryeh Bourkoff, LionTree Ocelot LLC and Mariposa Acquisition III LLC, who together hold all of the Founder Shares

"Founder Rollover Arrangements"

the share exchange deed and the put and call deed in respect of the Founders' rollover to be entered into between, interalios, Bidco, Debtco, Midco, Topco and the Founders

"Founder Shareholder Meeting"

the meeting of the Founder Shareholders to be convened by the Ocean Board and notice of which will be set out in the Merger Circular, to consider and if thought fit approve the Merger and the Plan of Merger (with or without amendment) including any adjournment thereof

"Founder Shareholders"

holders of Founder Shares

"Founder Shares"

no par value founder preferred shares of Ocean

"Hurdle Shares"

performance based hurdle shares in Ocean Jersey Topco Limited

"Lazard"

Lazard & Co., Limited

"LionTree"

LionTree Advisors UK LLP

"Hurdle Share SPAs"

has the meaning given to it in paragraph 14 of this announcement

"London Stock Exchange"

London Stock Exchange plc

"Management Rollover Arrangements"

the share exchange deed and the put and call deed in respect of the Rollover Managers' rollover over entered into between, inter alios, Bidco, Debtco, Midco, Topco and the Rollover Managers

"Material Adverse Change"

has the meaning given to it in Part 3 of Appendix I

"Merger"

the merger of Merger Sub and Ocean pursuant to the provisions of sections 170 and 171 of the BVI Companies Act and the Plan of Merger, with Ocean being the surviving company thereof

"Merger Circular"

the document to be sent to Ocean Shareholders setting out, amongst other things, the Merger, the Plan of Merger and notices convening the Shareholder Meetings, and the required Shareholder Resolutions

"Merger Implementation Agreement"

the agreement dated 3 May 2022 between Ocean, Bidco and Merger Sub and relating, among other things, to the implementation of the Acquisition

"Merger Sub"

Atoll Merger Sub Ltd

"Merger Sub Directors"

the board of directors of Merger Sub

"Midco"

Atoll Midco Ltd

"Ocean"

Ocean Outdoor Limited, a company limited by shares incorporated in the BVI, whose registered office is at 1935255, British Virgin Islands

"Ocean Board" or "Ocean Directors"

the board of directors of Ocean and "Ocean Director" means any one of them

"Ocean Group"

means Ocean, its subsidiaries and its subsidiary undertakings

"Ocean Shareholders"

holders of Ocean Shares

"Ocean Shares"

the Ordinary Shares and the Founder Shares together

"Ordinary Shareholder Meeting"

the meeting of the Ordinary Shareholders to be convened by the Ocean Board and notice of which will be set out in the Merger Circular, to consider and if thought fit approve the Merger and the Plan of Merger (with or without amendment) including any adjournment thereof

"Ordinary Shareholders"

holders of Ordinary Shares

"Ordinary Shares"

no par value ordinary shares of Ocean

"Plan of Merger"

the plan of merger under section 170 of the BVI Companies Act in respect of the Merger, to be included in the Merger Circular

"PRA"

the Prudential Regulation Authority

"Registrar of Corporate Affairs"

the Registrar of Corporate Affairs of the British Virgin Islands

"Regulatory Information Service"

a Regulatory Information Service that is approved by the FCA

"Restricted Jurisdiction"

means any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Ocean Shareholders in that jurisdiction

"Restricted Shareholder"

means a person (including, without limitation, an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom Bidco reasonably believes to be in a Restricted Jurisdiction or whom Bidco is advised to treat as a restricted overseas persons in order to observe the laws of such jurisdiction or to avoid the requirement to comply with any governmental or other consent or any registration, filing or other formality which Bidco regards as unduly onerous

"Rollover"

has the meaning set out in paragraph 11 of this announcement

"Rollover Managers"

means Timothy Bleakley, Stephen Joseph, Stephen George, Richard Malton, Nicholas Shaw, Anders Axelsson, Billy Byam-Cook, Phil Hall, Christoffer Stackell and Future Invest Holdings B.V (each a "Rollover Manager")

"Shareholder Meetings"

the Ordinary Shareholder Meeting and the Founder Shareholder Meeting

"Shareholder Resolutions"

resolutions of the Ocean Shareholders to approve the Plan of Merger and other transactions contemplated by the Merger Implementation Agreement

"Significant Interest"

means a direct or indirect interest in 20% or more of the voting equity capital of an undertaking

"Superior Proposal"

means a bona fide, written Acquisition Proposal made by any person or group of persons after the date hereof and prior to the receipt of the Ordinary Shareholder approval and Founder Shareholder approval which:

(a)  is at a higher economic value per Ordinary Share than the transactions contemplated by the Merger Implementation Agreement;

(b)  is subject to an efforts standard to achieve the antitrust conditions (if any) to its proposed acquisition of Ocean that is no less onerous than the all reasonable efforts standard provided by Bidco; and

(c) the Ocean Board in good faith considers, after consultation with Ocean's outside financial and legal advisors, is on risk adjusted terms that are as a whole more favourable to the Ordinary Shareholders than the transactions contemplated by the Merger Implementation Agreement

"Topco"

Atoll Holdco Ltd.

"Topco A Ordinary Shares"

the GBP nominal value class A ordinary shares in Topco to be issued on closing of the Acquisition and having the rights set out in the Topco Articles

"Topco Articles"

the amended and restated articles of association of Topco to be adopted on closing of the Acquisition

"Topco B Ordinary Shares"

the GBP nominal value class B ordinary shares in Topco to be issued pursuant to the Alternative Offer on closing of the Acquisition and having the rights to be set out in the Topco Articles

"Topco C Ordinary Shares"

the GBP nominal value class C ordinary shares in Topco to be issued on closing of the Acquisition pursuant to the new management incentive plan and having the rights to be set out in the Topco Articles

"Topco Group"

Topco and its subsidiary undertakings and where the context permits, each of them

"Topco Ordinary Shares"

means the Topco A Ordinary Shares, Topco B Ordinary Shares and Topco C Ordinary Shares

"Topco Preference Shares"

the GBP nominal value 12 per cent. fixed coupon preference shares in Topco to be issued on closing of the Acquisition and having the rights to be set out in the Topco Articles

"Topco Securities"

the Topco A Ordinary Shares, Topco B Ordinary Shares, Topco C Ordinary Shares, and Topco Preference Shares

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland

"UK MAR"

the Market Abuse Regulation (EU 596/2014) (as adopted by the European Union (Withdrawal) Act 2018)

"US" or "United States"

the United States of America, its territories and possessions, any State of the United States of America, the District of Columbia, and all other areas subject to its jurisdiction

"US Exchange Act"

the US Securities Exchange Act of 1934, as amended

"Wider Bidco Group"

means Bidco, Atairos, Atairos Management, LP and those investment vehicles advised or managed by Atairos Management, LP and each of Bidco's, Atairos', Atairos Management, LP's and such investment vehicles' respective parent undertakings, subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Bidco, Atairos, Atairos Management, LP and all such investment vehicles and undertakings (aggregating their interests) have a Significant Interest

"Wider Ocean Group"

means Ocean and the subsidiaries and subsidiary undertakings of Ocean and associated undertakings and any other body corporate, partnership, joint venture, or person in which Ocean and such undertakings (aggregating their interests) have a Significant Interest

 

A reference to "includes" shall mean "includes without limitation", and references to "including" and any other similar term shall be interpreted accordingly.

For the purpose of this announcement, "subsidiary", "subsidiary undertaking", "parent undertaking" and "undertaking" have the meanings given by the UK Companies Act 2006 and "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.

References to "£", "Sterling", "GBP", "p" and "pence" are to the lawful currency of the United Kingdom, references to "$", "dollar", "USD" are to the lawful currency of the United States.

References to "%" are to per cent.

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