Takeover Offers
NOTICE OF RECOMMENDED FINAL* CASH OFFERS (THE “FINAL OFFERS”) BY BCPE DIAMOND UK HOLDCO LIMITED (“BIDCO”) FOR ZENITH HYGIENE GROUP PLC (“ZENITH”)
RECOMMENDED FINAL* CASH OFFERS BY
BIDCO
FOR
ZENITH
Notice is hereby given, in accordance with section 978(1)(c)(ii) of the Companies Act 2006, that:
(a) final cash offers (the "Final Offers") have been made by Bidco, to acquire the entire issued and to be issued share capital of Zenith. Under the terms of the Final Offers, Zenith Shareholders are entitled to receive for each A Share held 61.38 pence in cash, for each C Share held 47.38 pence in cash (the “Base Consideration”) and for each Zenith Shareholder up to 4.00 pence in cash per Zenith Share held, in each case subject to certain thresholds for the Zenith FY18 EBITDA set out below being achieved by Zenith for its financial year ending 28 February 2018 (the “Additional Consideration” and together with the Base Consideration, the “Total Consideration”).**
The Additional Consideration*** which may be received by Zenith Shareholders will be determined as follows:
| Zenith FY18 EBITDA | Total Additional Consideration payable to Zenith Shareholders to be allocated on a pro rata per Zenith Share basis | Additional Consideration payable per Zenith Share held |
| * The Final Offers are final and the Total Consideration will not be increased, except that Bidco reserves the right to increase the amount of the Total Consideration if there is an announcement on or after the date of the Announcement of an offer or a possible offer for Zenith by a third party offeror or potential offeror. | ||
| ** To the extent that a Zenith Shareholder’s total aggregate entitlement to the Base Consideration (for its entire shareholding) results in an entitlement to a fraction of a penny pursuant to the Final Offers, such entitlement will be rounded up to the nearest whole penny. The same approach will be applied to payment of any Additional Consideration. | ||
| *** There can be no guarantee that Zenith Shareholders will receive the maximum Additional Consideration of 4.00 pence in cash per Zenith Share held, or any payment of Additional Consideration at all. | ||
| £7.6 million to £7.7 million | £1.0 million | 0.80 pence |
| £7.7 million to £7.8 million | £2.0 million | 1.60 pence |
| £7.8 million to £7.9 million | £3.0 million | 2.40 pence |
| £7.9 million to £8.0 million | £4.0 million | 3.20 pence |
| £8.0 million or greater | £5.0 million | 4.00 pence |
The Final Offers were dated and published on 21 March 2018 and will be posted to Zenith Shareholders (other than Australian Shareholders) as soon as practicable.
(b) Copies of the Final Offers can be inspected during normal business hours at Computershare, The Pavilions, Bridgwater Road, Bristol BS13 8AE, and the Final Offers can also be viewed on Zenith's website at http://www.zhgplc.com/investor-relations/.
The terms and conditions are set out in the Final Offers. The full terms and conditions of the Final Offers, including details of how they may be accepted are set out in the document for the recommended final cash offers for Zenith by Bidco (the "Document") (and where applicable the relevant Form of Acceptance). This notice alone does not constitute and must not be construed as an offer. Zenith Shareholders who accept the Final Offers may rely only on the Document (and, if applicable, the relevant Form of Acceptance) for all the terms and conditions of the Final Offers.
Any Zenith Shareholder who is in any doubt as to what action he/she should take should consult his/her stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if he/she is resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.
The Final Offers are not capable of acceptance from or within a Restricted Jurisdiction. Accordingly, persons reading this notice or receiving copies of the Document, the Form(s) of Acceptance and any accompanying document (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation or who may otherwise intend to forward this notice, the Document, the Form(s) of Acceptance and any accompanying document must not, directly or indirectly, mail or otherwise distribute or send them in, into or from a Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Final Offer. The availability of the Final Offers to Zenith Shareholders who are not resident in the United Kingdom, or who are citizens, residents or nationals of jurisdictions outside the United Kingdom or who are nominees of, or custodians or trustees for such persons, may be prohibited or affected by the laws of the relevant jurisdictions. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of such jurisdictions.
The Final Offers are made in respect of all Zenith Shares issued and unconditionally allotted, including Zenith Shares held by persons to whom the Final Offers are not despatched. The Final Offers are, by means of this notice, being notified to all persons to whom such documents may not be despatched. Any such persons may collect copies of Final Offers and the relevant Form of Acceptance by contacting the Receiving Agent, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS13 8AE or on 0370 707 1301 or +44 370 707 1301 if calling from outside the UK.
Terms defined in the Document have the same meanings in this notice.
BCPE Diamond UK Holdco Limited
22 March 2018