RECOMMENDED FINAL CASH OFFER
FOR
DAEJAN HOLDINGS PLC
BY
DOCK NEWCO LIMITED
a newly incorporated company within the Freshwater Group
to be effected by means of a scheme of arrangement under Part 26 of the Companies Act
Publication of the Scheme Document
On 21 February 2020, the board of directors of Dock Newco Limited (“Dock” or “BidCo”) and the independent non-executive director (the “Daejan Independent Director”) of Daejan Holdings plc (“Daejan”) jointly announced a recommended final cash offer, in accordance with Rule 2.7 of the City Code on Takeovers and Mergers (the “Code”), for the entire issued and to be issued share capital of Daejan not already owned directly or indirectly by the Freshwater Concert Party (the “Offer”) to be effected by means of a scheme of arrangement between Daejan and the Relevant Daejan Shareholders under Part 26 of the Companies Act 2006 (the “Scheme”).
Dock and Daejan are pleased to announce that the scheme document containing, amongst other things, the full terms and conditions of the Offer (the “Scheme Document”), together with the related Form of Proxy and Loan Note Form of Election, has today been published and sent to Daejan Shareholders. It is also available on http://www.centremanor.co.uk/documents. Expressions used but not defined in this announcement have the same meanings as in the Scheme Document.
The Scheme Document sets out, among other things, a letter from the Daejan Independent Director, the full terms and conditions of the Scheme, the expected timetable of principal events, a statutory explanatory statement, further details of the Loan Note Alternative described below, notice of the Court Meeting and details of the actions to be taken by Daejan Shareholders.
Action Required
As described in the Scheme Document, the implementation of the Scheme is subject to the Conditions. To become effective, the Scheme requires, amongst other things, approval by a majority in number of the Scheme Shareholders voting at the Court Meeting (or any adjournment thereof) representing not less than 75 per cent. in value of the Scheme Shares voted. The Scheme must also be sanctioned by the Court.
The Court Meeting to approve the Scheme (and the steps contemplated by the Scheme) is scheduled to be conducted on 27 April 2020, commencing at 10.00 am (London time). However, in light of the current UK Government guidance on public gatherings, arrangements have been made to hold the meeting with only the chairman of the Court Meeting (the “Chairman”), which will be the Daejan Independent Director, physically in attendance at the Court Meeting.
As Scheme Shareholders will only be able to vote by proxy and it is important that as many votes as possible are cast so that the Court can be satisfied that there is a fair and reasonable representation of the Scheme Shareholder opinion, Scheme Shareholders are strongly encouraged to complete and return their Form of Proxy, or make an electronic appointment of a proxy or submit a proxy vote via CREST (as applicable) as soon as possible and in any event so that their instructions are received no later than 5.00 p.m. (London time) on Friday 24 April 2020.
Further details of the arrangements for the Court Meeting are set out in the Scheme Document including the details of how Scheme Shareholders may if they wish dial in to ask questions of the Chairman or raise any objections to the Scheme at that meeting.
We further note that, as a result of current UK Government guidance on public gatherings, BidCo has elected to waive the Condition for a general meeting (in addition to the Court Meeting) to be held on or before the 22nd day after 27 April 2020.
Loan Note Alternative
As an alternative to receiving some or all of the cash consideration in respect of the Offer, Scheme Shareholders (other than certain overseas shareholders) will, subject to certain terms and conditions, be able to elect to receive Loan Notes to be issued by BidCo and guaranteed by Centremanor on the basis of £1 nominal of Loan Notes for each £1 of cash consideration to which they would otherwise be entitled pursuant to the Offer.
Further details of the Loan Note Alternative, including a valuation of the Loan Notes by Rothschild & Co are contained in the Scheme Document.
Timetable
The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out below. Subject to approval at the Court Meeting, receipt of the Court sanction and the satisfaction or waiver of the other Conditions set out in the Scheme Document, the Scheme is expected to become effective on 7 May 2020 and the consideration due to Scheme Shareholders sent by no later than 21 May 2020.
The dates and times given are indicative only and are based on Dock's and Daejan's current expectations and may be subject to change (including as a result of changes to Court times) as a result of COVID-19 and governmental and medical regulation and guidance. If any of the dates and / or times in this expected timetable change, the revised dates and / or times will be notified to Daejan Shareholders by announcement through a Regulatory Information Service and a copy of such announcement will be made available on http://www.centremanor.co.uk/documents .