2nd Sep 2022 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION FOR IMMEDIATE RELEASE
2 September 2022
Recommended Acquisition
of
Euromoney Institutional Investor PLC ("Euromoney")
by
Becketts Bidco Limited ("Bidco")
a newly incorporated company controlled by funds managed and/or advised by Astorg Asset Management S.à r.l., Epiris GP Limited and Epiris GP III Limited
to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
Offer Update
Euromoney notes the announcement by Bidco on 30 August 2022 regarding an update on the regulatory clearances and proxy adviser recommendations for the recommended cash offer for the entire issued and to be issued ordinary share capital of Euromoney (the "Acquisition"). Under the terms of the Acquisition, Euromoney Shareholders will be entitled to receive 1,461 pence in cash per Euromoney Share.
The Acquisition is proposed to be effected by means of a Court approved scheme of arrangement under Part 26 of the Companies Act (the "Scheme"), and is subject to the terms and conditions set out in the scheme document that was published on 12 August 2022 (the "Scheme Document"). Save as otherwise defined, capitalised terms used in this announcement have the same meanings as set out in the Scheme Document.
Recommendation
As set out in the announcement released by Euromoney and Bidco on 18 July 2022, the board of directors of Euromoney (the "Euromoney Board" or the "Euromoney Directors"), who have been so advised by Goldman Sachs International and UBS as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Euromoney Directors, Goldman Sachs International and UBS have taken into account the commercial assessments of the Euromoney Directors. Accordingly, the Euromoney Board unanimously recommends that the Euromoney Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Special Resolutions to be proposed at the General Meeting, as the Euromoney Directors have irrevocably undertaken to do in respect of their own beneficial holdings.
Action required in relation to Court Meeting and General Meeting
As further detailed in the Scheme Document, in order to become effective, the Scheme will require, among other things, that the requisite majority of eligible Scheme Shareholders vote in favour of the Scheme at the Court Meeting and eligible Euromoney Shareholders vote in favour of the Special Resolutions at the General Meeting. Notices convening the Court Meeting and the General Meeting at 11:30 am on 8 September 2022 and 11:45 am (or immediately after the conclusion or adjournment of the Court Meeting) on 8 September 2022, respectively, to be held at the offices of Freshfields Bruckhaus Deringer LLP at 100 Bishopsgate, London, EC2P 2SR, are set out in the Scheme Document.
Scheme Shareholders and Euromoney Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible ahead of the latest time for lodging Forms of Proxy on 6 September 2022, using any of the methods (by post, online or electronically through CREST) set out in the Scheme Document.
Euromoney will provide any further updates as appropriate.
Enquiries
Euromoney Institutional Investor PLC
Wendy Pallot, Chief Financial Officer +44 (0) 20 7779 8866
Christian Cowley, Head of Investor Relations +44 (0) 7408 863 420
Goldman Sachs International (Lead financial advisor to Euromoney)
Mark Sorrell +44 (0) 20 7774 1000
Nick Harper
Khamran Ali
UBS (Financial advisor and corporate broker to Euromoney)
Jonathan Retter +44 (0) 20 7567 8000
Jonathan Rowley
Numis (Corporate broker to Euromoney)
Mark Lander +44 (0)20 7260 1000
FTI Consulting
Jamie Ricketts +44 (0) 20 3727 1000
Tom Blundell
Lucy Highland
The information contained within this announcement is considered by Euromoney to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 (as it forms part of the laws of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended)). Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain. For such purposes, this announcement is being made on behalf of Euromoney by Tim Bratton, General Counsel and Company Secretary.
Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Euromoney and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Euromoney for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this announcement.
UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority (the "PRA") and subject to regulation by the Financial Conduct Authority (the "FCA") and limited regulation by the PRA in the United Kingdom. UBS is providing financial advice to Euromoney and no one else in connection with the process or contents of this announcement. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the process, contents of this announcement or any other matter referred to herein.
Numis Securities ("Numis"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Euromoney and no one else in connection with the possible offer and will not be responsible to anyone other than Euromoney for providing the protections afforded to clients of Numis Securities nor for providing advice in relation to the possible offer or any other matters referred to in this announcement. Neither Numis Securities nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis Securities in connection with this announcement, any statement contained herein or otherwise.
Further information
This announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Euromoney in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document and (in respect of Euromoney Shares held in certificated form) the acceptance forms accompanying the Scheme Document, which will, together, contain the full terms and conditions of the Acquisition including details of how it may be accepted.
This announcement does not constitute a prospectus or a prospectus equivalent document.
This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange, the Listing Rules and the City Code on Takeovers and Mergers (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 and regulations of any jurisdictions outside the United Kingdom.
Overseas jurisdictions and notice to US Euromoney Shareholders
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 jurisdictions outside the United Kingdom.
The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Euromoney Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Euromoney Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.
Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.
The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of a company incorporated in England and it is proposed to be made by means of a scheme of arrangement provided for under English law. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer in accordance with the terms of the Co-operation Agreement, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Euromoney outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act.
Further details in relation to Overseas Shareholders are contained in paragraph 15 of Part II (Explanatory Statement) of the Scheme Document.
Forward looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Euromoney may contain certain "forward-looking statements" with respect to Euromoney, Bidco Astorg and Epiris. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. 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 of Astorg, Epiris and/or Bidco and the expansion and growth of Euromoney and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Euromoney.
These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of Astorg, Epiris, Bidco or Euromoney, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Astorg, Epiris, Bidco or Euromoney or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Astorg, Epiris, Bidco and Euromoney assume no obligation to update publicly or revise forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.
Publication on website
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, free of charge on Euromoney's website at www.euromoneyplc.com/investors/offer and Bidco's website at www.electron-offer.com/. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.
Requesting hard copies
In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement and all information incorporated into this announcement by reference to another source by contacting Equiniti during business hours on +44 (0) 333-207-5952 or by submitting a request in writing to Equiniti at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.
Related Shares:
ERM.L