Takeover Offers
REVISED CASH OFFER
by
ANCALA FORNIA LIMITED
for
VOTING ORDINARY SHARES IN DEE VALLEY GROUP PLC
Notice is hereby given in accordance with section 978(1) of the Companies Act 2006 that:
(a) further to the formal offer document dated and published on 4 November 2016 pursuant to which Ancala Fornia Limited (“Bidco”) made an offer to acquire all of the issued voting ordinary shares of 5 pence each in the capital of Dee Valley Group plc (“Dee Valley”) (the “Voting Ordinary Shares”) to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”);
(b) further to Bidco’s announcements on 22 November 2016 that it had increased the cash consideration under the Scheme to 1,706 pence in cash for each Voting Ordinary Share and on 23 November 2016 that it had decided to implement the revised bid in respect of the Voting Ordinary Shares by way of a contractual offer under Part 28 of the Companies Act 2006 (the “Voting Share Offer”);
(c) by means of the revised offer document dated and published on 24 November 2016 (the “Revised Acquisition Document”) and by means of this advertisement Bidco is making the Voting Share Offer; and
(d) copies of the Revised Acquisition Document containing the Voting Share Offer and the Voting Share Form of Acceptance are available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Ancala Partners LLP’s website at http://www.ancala.com/.
Terms defined in the Revised Acquisition Document have the same meaning in this advertisement.
The Voting Share Offer
Holders of Voting Ordinary Shares in the capital of Dee Valley (“Voting Ordinary Shareholders”) who accept the Voting Share Offer will receive 1,706 pence in cash for each Voting Ordinary Share. The Voting Share Offer values all of the existing issued Voting Ordinary Shares at approximately £70.6 million.
Bidco will acquire the Voting Ordinary Shares fully paid with full title guarantee and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights of any nature whatsoever, and together with all rights on or after 21 October 2016 attaching or accruing to them, including, without limitation, the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid in respect of the Voting Ordinary Shares on or after 21 October 2016.
The full terms and conditions of the Voting Share Offer (including details of how the Voting Share Offer may be accepted) are set out in the Revised Acquisition Document and, in relation to Voting Ordinary Shares held in certificated form, the related Voting Share Form of Acceptance. Voting Ordinary Shareholders who accept the Voting Share Offer may rely only on the Revised Acquisition Document and the Voting Share Form of Acceptance for all the terms and conditions of the Voting Share Offer.
The Voting Share Offer is, by means of this advertisement, extended to all persons to whom the Revised Acquisition Document may not be despatched, who hold, or who are entitled to have allotted or issued to them, Voting Ordinary Shares. Such persons are informed that copies of the Revised Acquisition Document are available for collection (during normal business hours) from Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, telephone: 0371 664 0321, or if calling from outside the UK, +44 0371 664 0321.
The Voting Share Offer, which has been made by means of the Revised Acquisition Document and this advertisement, will initially be open for acceptance until 3.00 p.m. (London time) on 15 December 2016 or such later time(s) and/or date(s) as Bidco, subject to the rules of the City Code on Takeovers and Mergers, may decide. Any extensions of the Voting Share Offer will be publicly announced by 8.00 a.m. (London time) on the business day following the day on which the Voting Share Offer was due to expire.
Unless otherwise determined by Bidco and permitted by applicable law and regulation, the Voting Share Offer is not being made, directly or indirectly, in, into or by use of the mails or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of, nor is it being made in, into or from any Restricted Jurisdiction, if to do so would constitute a violation of the relevant laws of such jurisdiction, and the Voting Share Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or within any such jurisdiction.
Accordingly, the Revised Acquisition Document, the Voting Share Form of Acceptance and this advertisement are not being and must not be, directly or indirectly mailed, transmitted or otherwise forwarded, distributed or sent in whole or part, in, into or from a Restricted Jurisdiction, and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any such Restricted Jurisdiction. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward the Revised Acquisition Document, Voting Share Form of Acceptance or this advertisement to any jurisdictions outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
GCA Altium Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Bidco and Ancala and no one else in connection with the Voting Share Offer, and will not be responsible to anyone other than Bidco and Ancala for providing the protections afforded to its clients or for providing advice in relation to the Voting Share Offer.
The Bidco Directors and the Ancala Responsible Persons accept responsibility for the information contained in this advertisement. To the best of the knowledge and belief of the Bidco Directors and the Ancala Responsible Persons (who have taken all reasonable care to ensure that such is the case), the information contained in this advertisement is in accordance with the facts and does not omit anything likely to affect the import of such information.
1 December 2016