Information  X 
Enter a valid email address
  Print      Mail a friend       More announcements

Friday 11 January, 2019

Raglan House Hldngs

Offer Unconditional

RNS Number : 9248M
Raglan House Holdings Limited
11 January 2019
 

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

FOR IMMEDIATE RELEASE

11 January 2019

RECOMMENDED OFFER

by

RAGLAN HOUSE HOLDINGS LIMITED ("RAGLAN")

for

FRESHWATER UK PLC ("FRESHWATER")

 

First closing and OFFER DECLARED UNCONDITIONAL

 

Introduction

On 19 December 2018, the Board of Raglan and the Board of Freshwater, announced that they had reached agreement on the terms of a recommended offer to be made by Raglan to acquire the entire issued share capital of Freshwater (the "Offer"). The full terms and conditions of the Offer and the procedures for acceptance are set out in the offer document published by Raglan on 20 December 2018 (the "Offer Document").  Defined terms in this announcement shall have the meaning given to them in the Offer Document.

At the General Meeting of Freshwater held earlier today, the Independent Shareholders passed on a poll the Ordinary Resolution approving the Management Arrangements and as a result Condition 1.2 of the Offer has been satisfied.

As at the First Closing Date, Raglan has received valid acceptances of the Offer in respect of 18,437,006 Freshwater Shares, representing approximately 90.8 percent of the existing issued share capital of Freshwater.

The Board of Raglan is pleased to announce that all of the Conditions to the Offer have now either been satisfied or waived and the Offer is hereby declared unconditional in all respects. 

The Offer will remain open for acceptance until 1.00 pm on 25 January 2019 when it will close.  Both the Cash Offer and the Unlisted Share Alternative remain open for election whilst the Offer remains open for acceptance.

Commenting on the Offer, David Howell, chairman of Raglan and Freshwater said:

"We are delighted to have received such strong support from the Freshwater shareholders for the transaction. We are grateful to the shareholders who are exiting by taking the cash option for their unstinting support over the years, and we look forward to working with those taking the share alternative to deliver our ambitious growth strategy for the business. We will continue to provide shareholders with regular updates on our progress."

First Closing Date

As at 1.00 pm on 11 January 2019, Raglan had received valid acceptances of the Offer in respect of 18,437,006 Freshwater Shares, representing approximately 90.8 percent of the existing issued share capital of Freshwater.  Of these, 8,293,908 Freshwater Shares, representing approximately 40.8 percent of the existing issued share capital of Freshwater accepted the Cash Offer and 10,143,098 Freshwater Shares, representing approximately 49.9 percent of the existing issued share capital of Freshwater accepted the Unlisted Share Alternative. 

The percentages of Freshwater Shares referred to in this announcement in respect to levels of acceptances is based on 20,308,493 Freshwater Shares in issue.

Irrevocable undertakings

As at 1.00 pm on 11 January 2019, Raglan had received valid acceptances of the Offer in respect of 12,972,606 Freshwater Shares (representing approximately 63.9 percent of the existing issued share capital of Freshwater) from the following Freshwater Shareholders who gave irrevocable undertakings to accept the Offer:

Name

Number of Freshwater Shares

Percentage of existing share capital of Freshwater

Freshwater Shares accepting the Cash Offer

Freshwater Shares accepting the Unlisted Share Alternative

 

 

 

 

 

David Matthew Rustin Howell

3,150,0001

15.51%

 

3,150,0001

John Morris Underwood

908,2612

4.47%

 

908,2612

John Haydn Evans

9,3773

0.05%

 

9,3773

Eleanor Angharad Neagle

41,6674

0.21%

 

41,6674

Stephen Brandon Howell

1,761,6955

8.67%

 

1,761,6955

Aled Edwards

3,069

0.02%

 

3,069

IBIS Media VCT 1 PLC

1,957,385

9.64%

1,957,385

 

DBW Investments (2) Ltd

1,414,284

6.96%

1,414,284

 

DBW FM Ltd

804,856

3.96%

 

804,856

Herald Investment Trust plc

806,000

3.97%

806,000

 

Martin Howell

569,701

2.81%

 

569,701

Suzanne Howell

29,985

0.15%

 

29,985

Bruce Morris

487,301

2.40%

 

487,301

Alyson Smith

412,554

2.03%

412,554

 

Kenneth Tilley

328,000

1.62%

 

328,000

Marilyn Tilley

72,000

0.35%

 

72,000

Bart Haines

160,000

0.79%

 

160,000

Patricia Haines

56,471

0.28%

 

56,471

Notes:

1.      David Howell is the registered holder of 100,000 Freshwater Shares.  Hillco Investments (UK) Limited is the registered holder of 3,025,000 Freshwater Shares, a company owned and controlled by David Howell.  Sandra Daly, David Howell's spouse, is the registered holder of 25,000 Freshwater Shares.

2.      MW Trustees Limited is the registered holder of 905,381 Freshwater Shares as trustee for Mattioli Woods PLC, John Underwood's SIPP.  John Underwood is the registered holder of 2,880 Freshwater Shares.

3.      John Haydn Evans is the registered holder of 9,377 Freshwater Shares.

4.      Eleanor Angharad Neagle is the registered holder of 41,667 Freshwater Shares.

5.      Stephen Howell is the registered owner of 1,316,760 Freshwater Shares.  ISCA Mercatura Limited,  a company owned and controlled by Stephen Howell, is the registered holder of 360,535 Freshwater Shares.  Kim Howell, Stephen Howell's spouse, is the registered holder of 84,400 Freshwater Shares.

As at 1.00 pm on 11 January 2019, valid acceptances of the Offer have been received from all Freshwater Shareholders who gave irrevocable undertakings to accept the Offer with the exception of CriSeren Investments Limited in respect of 577,310 Freshwater Shares.

Special Dividend

The Raglan Board will now procure that Freshwater declares the Special Dividend of 2.0 pence per Freshwater Share payable to all Freshwater Shareholders on the register as at 18 December 2018 irrespective of whether they have accepted the Cash Offer, Unlisted Share Alternative or not accepted the Offer.  It is expected that the Special Dividend will be paid on 25 January 2019. 

Settlement of consideration

The consideration to which any Freshwater Shareholder accepting the Offer is entitled under the Offer will be settled: (i) in the case of valid acceptances received on or before 11 January 2019, on or before 25 January 2019; and (ii) in the case of valid acceptances received after 11 January 2019 but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document.

Closing of the Offer and actions to be taken

The Offer will close at 1.00 pm on 25 January 2019.  Shareholders who have not yet accepted the Offer may elect either for the Cash Offer or the Unlisted Share Alternative whilst the Offer remains open for acceptance.

To accept the Offer in respect of Freshwater Shares held in certificated form (i.e. Freshwater Shares NOT held in CREST), the Form of Acceptance must be completed in accordance with the instructions printed thereon and returned as soon as possible to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD, United Kingdom.

To accept the Offer in respect of Freshwater Shares held in uncertificated form (i.e. Freshwater Shares held in CREST), acceptance should be made electronically through CREST so that the relevant TTE Instruction settles as soon as possible. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE Instruction to Euroclear in relation to your Freshwater Shares.

Further details of the procedures for the acceptance of the Offer are set out in paragraph 15 of the letter from Raglan in Part III of the Offer Document and in Parts C and D of Appendix I of the Offer Document.

A shareholder helpline is available for Freshwater Shareholders. If you require assistance, please contact Neville Registrars on 0121 585 1131 from within the UK or, if calling from outside the UK, on +44 121 585 1131, between 9.00 am and 5.00 pm Monday to Friday (except UK public holidays). Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

Please note that, for legal reasons, the helpline cannot provide advice on the merits of the proposals or give any financial, legal or tax advice

Interests in Freshwater Shares

As at 1.00 pm on 11 January 2019, Raglan had received valid acceptances of the Offer in respect of, 18,437,006 Freshwater Shares, representing approximately 90.8 percent of the existing issued share capital of Freshwater. As set out above, valid acceptances of the Offer have been received from all Freshwater Shareholders who gave irrevocable undertakings to accept the Offer.

At the close of business on the 10 January 2019, the following Freshwater Directors (together with their respective close relatives, related trusts and connected persons) held the following interests in Freshwater Shares (with the exception of interests held under the Share Option Scheme details of which are disclosed below):

Name

Number of Freshwater Shares

Percentage of Freshwater Shares

David Matthew Rustin Howell

3,150,0001

15.51%

John Morris Underwood

908,2612

4.47%

John Haydn Evans

9,3773

0.05%

Eleanor Angharad Neagle

41,6674

0.21%

Stephen Brandon Howell

1,761,6955

8.67%

Notes:

1.     David Howell is the registered holder of 100,000 Freshwater Shares.  Hillco Investments (UK) Limited is the registered holder of 3,025,000 Freshwater Shares, a company owned and controlled by David Howell.  Sandra Daly, David Howell's spouse, is the registered holder of 25,000 Freshwater Shares.

2.    MW Trustees Limited is the registered holder of 905,381 Freshwater Shares as trustee for Mattioli Woods PLC, John Underwood's SIPP.  John Underwood is the registered holder of 2,880 Freshwater Shares.

3.      John Haydn Evans is the registered holder of 9,377 Freshwater Shares.

4.      Eleanor Angharad Neagle is the registered holder of 41,667 Freshwater Shares.

5.      Stephen Howell is the registered owner of 1,316,760 Freshwater Shares.  ISCA Mercatura Limited,  a company owned and controlled by Stephen Howell, is the registered holder of 360,535 Freshwater Shares.  Kim Howell, Stephen Howell's spouse, is the registered holder of 84,400 Freshwater Shares.

At the close of business on the 10 January 2019, the following awards in respect of Freshwater Shares had been granted to the following Freshwater Directors and remained outstanding under the Share Option Scheme:

Name

Maximum number of Freshwater Shares under option/awards

Date of grant

Share price at date of grant (pence)

Exercise price per Share (pence)

Exercise period/ vesting date

John Haydn Evans

15,000

18/06/10

 20p

20p

10 years

John Haydn Evans

50,000

23/03/15

16p

16p

10 years

John Haydn Evans

50,000

23/03/15

18p

18p

10 years

Eleanor Angharad Neagle

10,000

18/06/10

20p

20p

10 years

Eleanor Angharad Neagle

100,000

01/09/14

8p

8p

10 years

Eleanor Angharad Neagle

50,000

23/03/15

16p

16p

10 years

Eleanor Angharad Neagle

50,000

01/11/15

18p

18p

10 years

The Offer having been declared unconditional in all respects, Angharad Neagle will, in accordance with the undertaking she has entered into, exercise her Share Options over 100,000 Freshwater Shares, accept the Offer and elect for the Unlisted Share Alternative.

At the close of business on the 10 January 2019, persons acting, or presumed to be acting, in concert with Raglan, other than the Raglan Directors (and their close relatives, related trusts and connected persons) were interested in the following Freshwater relevant securities:

Name

Number of Freshwater Shares

Aled Edwards

3,069

Save as disclosed in this announcement, as at 1.00 pm on 11 January 2019, neither Raglan, nor any person acting in concert with it, was interested in, or had any rights to subscribe for, any relevant securities of Freshwater, or had any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Freshwater. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Freshwater and any borrowing or lending of any relevant securities of Freshwater which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of Freshwater.

Cancellation of BritDAQ trading facility for Freshwater Shares

Having acquired an interest in more than 75 percent of the outstanding voting rights attaching to Freshwater Shares, Raglan has today requested that Freshwater make an application to BritDAQ for the cancellation of the trading facility on BritDAQ for Freshwater Shares.  It is expected that such cancellation will take effect on receipt by BritDAQ of the request.  The Raglan Board has no intention to apply for Freshwater Shares or for Raglan Shares to be traded on any other market or dealing platform.

Any transaction in Freshwater Shares after the cancellation of the trading facility on BritDAQ prior to the completion of the compulsory acquisition of Freshwater Shares by Raglan will only be capable of being undertaken by private sale. 

Re-registration of Freshwater as a private company

Having acquired an interest in more than 75 percent of the outstanding voting rights attaching to Freshwater Shares, Raglan will seek to re-register Freshwater as a private limited company.

Compulsory acquisition of Freshwater Shares

Having acquired an interest in more than 90 percent of the outstanding voting rights attaching to Freshwater Shares, Raglan intends to exercise its rights pursuant to sections 974 to 991 of the Companies Act to acquire compulsorily, on the same terms as under the Cash Offer, the remaining Freshwater Shares in respect of which the Offer has not at such time been accepted.

Terms used in this announcement

Unless otherwise defined herein, the terms used in this announcement shall have the meaning given to them in the Offer Document.

Enquiries:

Freshwater/Raglan

Haydn Evans

 

Tel: 0292 030 4050

Cattaneo - Financial adviser to Raglan

Charles Cattaneo

 

Tel: 0121 274 2300

EGR - Rule 3 Adviser to Freshwater

Jonathan Hall

 

Tel: 0203 697 9496

 

 

Cattaneo Corporate Finance Solutions Limited is acting exclusively as financial adviser to Raglan and no one else in connection with the Offer.  Cattaneo will not be responsible to anyone other than Raglan for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matter referred to in this Announcement or otherwise.

EGR Corporate Broking Limited, an appointed representative of EGR Broking Limited, is acting exclusively for Freshwater and no one else in connection with the Offer and will not be responsible to anyone other than Freshwater for providing the protections afforded to clients of EGR nor for providing advice in relation to the Offer or any other matter referred to in this Announcement or otherwise.

Further information

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements.  In particular, the ability of persons who are not resident in the United Kingdom to accept the Offer or to execute and deliver the Form of Acceptance may be affected by the laws of the relevant jurisdictions in which they are located.

This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of any jurisdiction outside the United Kingdom.

Unless otherwise determined by Raglan or required by the Code, and as permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any use, means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction including the United States or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facility.

Accordingly, copies of this Announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of 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 or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction.

The availability of the Offer to Freshwater Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements.

Dealing disclosure requirements of the code

Under Rule 8.3(a) of the Code, any person who is interested in one percent or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one percent or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Statements made in this Announcement

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Freshwater, the Freshwater Group, Raglan or the Raglan Group, unless otherwise stated.

Cautionary note regarding forward‑looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Offer and other information published by Raglan and Freshwater contain statements that are or may be forward looking statements.  Forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the respective management of Raglan and Freshwater about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward looking statements.  Actual results may differ materially from those expressed in the forward looking statements depending on a number of factors, including the satisfaction of the Conditions, future market conditions, the behaviour of other market participants, an adverse change in the economic climate, and the extent to which Freshwater's business is successfully integrated within Raglan, among others.  Many of these risks and uncertainties relate to factors that are beyond the relevant company's ability to control or estimate precisely, such as future market conditions and the behaviours of other market participants and, therefore, undue reliance should not be placed on such statements.

The forward looking statements contained in this Announcement include statements relating to the expected effects of the Offer on Raglan and Freshwater, the expected timing and scope of the Offer and other statements other than historical facts.  All statements other than statements of historical facts included in this Announcement may be forward looking statements.  Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost saving", "projects", "goal", "strategy", "budget", "forecast" or "might" or, words or terms of similar substance or the negative thereof, are forward looking statements.  Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Raglan' or Freshwater's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Raglan' or Freshwater's business.

All subsequent oral or written forward looking statements attributable to Raglan or Freshwater or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.  The forward looking statements contained in this Announcement are made as of the date hereof and each of Freshwater and Raglan assumes no obligation and does not intend publicly to update or revise these forward looking statements, whether as a result of future events, new information or otherwise, except as required pursuant to applicable law.

Publication of this Announcement

A copy of this Announcement (together with any document incorporated by reference) will be available free of charge, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on Freshwater's website at www.freshwater-uk.com/freshwater-group/99162-2 by no later than 12 noon on the business day following the date of this announcement.  For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this Announcement unless otherwise stated herein.  You may request a hard copy of this Announcement, and all future documents, announcements and information in relation to the Offer, by writing to Neville Registrars, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD, or by calling, between 9.00 a.m. and 5.00 p.m. on Monday to Friday (except UK bank holidays) on 0121 585 1131 (from the UK) or +44 121 585 1131 (if calling from outside the UK).  Unless such a request is made, and save as otherwise required by Rule 2.11 of the Code, a hard copy of this Announcement (and any information incorporated by reference in it) will not be sent to any person.

 

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
END
 
 
OUPGGUAUGUPBGQG

a d v e r t i s e m e n t