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
20 June 2023
RECOMMENDED CASH ACQUISITION
of
ECSC GROUP PLC ("ECSC")
by
DAISY CORPORATE SERVICES TRADING LIMITED ("Daisy")
to be effected
by way of a scheme of arrangement
under Part 26 of the Companies Act 2006
Court sanction of Scheme of Arrangement and suspension of dealings
On 31 March 2023, it was announced that the Boards of Daisy and ECSC had reached agreement on the terms of a recommended cash acquisition by Daisy for the issued and to be issued share capital of ECSC, to be effected by way of a court-sanctioned scheme of arrangement (the "Scheme") between ECSC and ECSC Shareholders under Part 26 of the Companies Act 2006 (the "Acquisition").
On 24 May 2023, all resolutions necessary to effect the Scheme were duly passed by the requisite majorities and accordingly the Scheme was approved by ECSC Shareholders.
Sanction of the Scheme
The Boards of Daisy and ECSC are pleased to announce that the High Court of Justice in
The Scheme will become Effective upon the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on 22 June 2023.
Next Steps
ECSC confirms that the last day of dealings in, and for registration of transfers of, and disablement of ECSC Shares in CREST will be 21 June 2023 and the Scheme Record Time will be 6.00 p.m. 21 June 2023. Scheme Shareholders on ECSC's register of members at the Scheme Record Time will, upon the Scheme becoming Effective, be entitled to receive the consideration under the Scheme.
Dealings in ECSC Shares on AIM will be suspended from 7:30 a.m. on 22 June 2023. The suspension is made pursuant to ECSC's application to the London Stock Exchange and is being effected as part of the Scheme.
It is expected that, subject to the Scheme becoming Effective on 22 June 2023, the cancellation of admission to trading of ECSC Shares on AIM will take effect from 7:00 a.m. on 23 June 2023.
A further announcement will be made when the Scheme becomes Effective.
Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.
Enquiries:
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DWF Law LLP is providing legal advice to Daisy. Freeths LLP is providing legal advice to ECSC.
Important notices
Allenby Capital Limited ("Allenby"), which is authorised and regulated by the FCA in the
Ernst & Young ("EY"), which is authorised and regulated by the FCA in the
This announcement is for information purposes only and is not intended to, and does not constitute, or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying forms of proxy (or by any other document by which the acquisition is made), which will together contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition is made.
This announcement has been prepared in connexion with proposals in relation to a scheme of arrangement pursuant to and for the purposes of complying with English law and the City Code on Takeovers and Mergers (the "Code") and 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
Overseas jurisdictions
The release, publication or distribution of the Scheme Document in or into certain jurisdictions other than the
Forward looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Daisy, ECSC, any member of the Wider Daisy Group or any member of the Wider ECSC Group may contain statements which are, or may be deemed to 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 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. The forward looking statements contained in the Scheme Document include statements relating to the expected effects of the Acquisition on Daisy, ECSC, any member of the Wider Daisy Group or any member of the Wider ECSC Group (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward looking statements can be identified by the use of forward looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "intends", "cost-saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. 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 and future prospects; (ii) business and management strategies and the expansion and growth of Daisy's, ECSC's, any member of the Wider Daisy Group's or any member of the Wider ECSC's operations 3 and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Daisy's, ECSC's, any member of the Wider Daisy Group's or any member of the Wider ECSC's business. Although Daisy and ECSC believe that the expectations reflected in such forward looking statements are reasonable, Daisy, ECSC, the Wider Daisy Group and the Wider ECSC Group can give no assurance that such expectations will prove to be correct. 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. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Daisy, ECSC, the Wider Daisy Group and/or the Wider ECSC Group operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which Daisy, ECSC, the Wider Daisy Group and/or the Wider ECSC Group operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves 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 Daisy, ECSC, the Wider Daisy Group nor the Wider ECSC Group, nor any of their respective associates or directors, officers or advisers, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in the Scheme Document will actually occur. Given these risks and uncertainties, potential investors are cautioned not to place any reliance on these forward looking statements. Specifically, statements of estimated cost savings and synergies related to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Other than in accordance with their legal or regulatory obligations, neither Daisy, ECSC, the Wider Daisy Group nor the Wider ECSC Group is under any obligation, and each such person expressly disclaims any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.
No profit forecasts, estimates or quantified benefits statements
No statement in he Scheme Document, or incorporated by reference in this announcement, is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in the Scheme Document should be interpreted to mean that earnings or earnings per share for Daisy or ECSC, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Daisy or ECSC, as appropriate
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any 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. (
Publication on website
A copy of the Scheme Document, together with all information incorporated by reference into this announcement, will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on ECSC's website at https://investor.ecsc.co.uk. Save as expressly referred to in this announcement, the content of ECSC's website is not incorporated into, nor forms part of, this announcement.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents, announcements and information relating to the Acquisition is entitled to receive such documents in hard copy form free of charge. A person may also request that all future documents, announcements and information in relation to the Acquisition are sent to them in hard copy form. A hard copy of the Scheme Document may be requested by contacting ECSC's Registrars on +44 (0)371 384 2050. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the
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