Announcement of Posting of Scheme Document

28 April 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

28 April 2015

 

FOR IMMEDIATE RELEASE

 

RECOMMENDED ACQUISITION OF

 

NATIONWIDE ACCIDENT REPAIR SERVICES Ltd ("NARS")

 

by

 

CANAVERAL BIDCO LIMITED (“CSP Bidco”)

an indirect wholly owned subsidiary of

CSP III AIV (Cayman), L.P.

 

to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

 

Posting of Scheme Document

 

Further to the announcement under Rule 2.7 of the Takeover Code regarding the recommended cash offer for NARS by CSP Bidco released on 1 April 2015, which is to be implemented by a Court-sanctioned Scheme of Arrangement under Part 26 of the Companies Act 2006 (the “Scheme”), the Board of NARS is pleased to announce that it will be posting the Scheme Document to NARS Shareholders today. Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.

 

As described in the Scheme Document, to become effective the Scheme will require, amongst other things, the approval of NARS Independent Shareholders at the Court Meeting and General Meeting. In addition, the Scheme must be sanctioned by the Court.

 

NARS Shareholders will shortly receive, amongst other documents, a copy of the Scheme Document and the Forms of Proxy required to vote at the Court Meeting and General Meeting. The Scheme Document contains, amongst other things, the background to and reasons for the acquisition, the full terms and conditions of the Scheme, expected timetable of principal events, the notice of the Court Meeting, the notice of the General Meeting and details of the actions to be taken by the NARS Shareholders. NARS Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to voting. As set out in Scheme Document, both the Court Meeting and the General Meeting will be held on 22 May 2015 at the offices of Bircham Dyson Bell LLP, 50 Broadway, London, SW1H 0BL, with the Court Meeting to commence at 10.00 a.m. and the General Meeting to commence at 10.10 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned). Notices of the Court Meeting and the General Meeting are set out in the Scheme Document.

 

Actions to be taken by NARS Shareholders are set out within the Scheme Document. NARS Shareholders are asked to complete and return both Forms of Proxy in accordance with the instructions within the Scheme Document as soon as possible, but in any event so as to be received by NARS’s registrars, Capita Registrars, not later than 48 hours before the relevant meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in the UK). NARS Shareholders who hold NARS Shares in CREST may also appoint a proxy using CREST by following the instructions set out within the Scheme Document. If the pink form of proxy for the Court Meeting is not lodged by the relevant time, it may be handed to the Chairman of the Court Meeting at the Court Meeting. However, in the case of the General Meeting, if the white form of proxy is not lodged by the relevant time, it will be invalid.

 

Shareholders should be aware that on completion of the Acquisition, the Company will become a wholly-owned subsidiary of CSP Bidco and NARS Shareholders should note that if the Scheme is approved at the NARS Meetings and the Acquisition completes, trading in the NARS Shares will be cancelled. A request has been made to the London Stock Exchange to cancel trading in the NARS Shares on AIM at 7.00am on the business day following the Effective Date without seeking the separate approval of NARS Shareholders under Rule 41 of the AIM Rules for Companies.

 

It is also expected that trading of the NARS shares on AIM will be suspended at 7:30 a.m. on 3 June 2015.

Following the AIM cancellation, NARS Shares will not be quoted on any publicly quoted market in the United Kingdom or elsewhere.

Share certificates in respect of NARS Shares will cease to be valid and should be destroyed upon the Scheme taking effect. In addition, entitlements held within CREST to NARS Shares will be cancelled upon, or shortly after, the Scheme taking effect. As soon as possible after completion of the Acquisition, it is intended that NARS will be re-registered as a private limited company.

If NARS Shareholders have any questions about the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete the forms of proxy, NARS Shareholders are encouraged to call Capita Asset Services between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays) on 0871 664 0321 (from within the UK) or +44 20 8639 3399 (from outside the UK). Calls will be charged at national or international rates as the case may be. Please note that calls may be monitored or recorded and Capita Asset Services cannot provide legal, tax or financial advice or advice on the merits of the Scheme.

 

A detailed timetable of principal events is set out in the Appendix to this announcement. These dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme. If the expected dates change, NARS will give notice of the changes in an announcement through a Regulatory Information Service.

 

Copies of the Scheme Document are available for inspection on NARS's website at http://corporate.nationwiderepairs.co.uk/investor-relations/information-....

 

 

Enquiries:

 

Nationwide Accident Repair Services Ltd

Michael Marx

 

+44 (0)20 7535 2650

Westhouse Securities

(Financial Adviser, Nominated Adviser and Corporate Broker to NARS)

Robert Finlay

Antonio Bossi

+44 (0)20 7601 6100

 

 

 

 

 

 

 

 

Important notices

Westhouse Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser, nominated adviser and broker to NARS and no-one else in connection with the Acquisition and other matters described in this announcement, and will not be responsible to anyone other than NARS for providing the protections afforded to clients of Westhouse Securities Limited nor for providing advice in relation to the Acquisition, the contents of this announcement or any other matter referred to herein.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise.  The Acquisition will be made solely by means of the Scheme Document or any document by which the Acquisition is made which will contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

This announcement has been prepared for the purpose of complying with the laws of England and Wales 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.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law.  Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements.  Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.  To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Notice to US investors in NARS:  the Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law.  A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.  Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.  If, in the future, CSP Bidco exercises the right to implement the Acquisition by way of a takeover offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations.  Financial information included in this announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.  No US federal or state securities commission has: (a) approved, disapproved, endorsed or recommended the Acquisition; (b) passed upon the merits or fairness of the Acquisition; or (c) expressed a view on the adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

 

Unless otherwise determined by NARS or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.  Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The receipt of cash pursuant to the Scheme by US Shareholders as consideration for the transfer of their NARS Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws.  Each NARS Shareholder (including US Shareholders) is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

The availability of the Scheme Document to NARS Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

No steps have been taken, nor will any steps be taken, to extend the Acquisition into Japan, South Africa or Australia and no regulatory clearances in respect of the Scheme Document have been, or will be, applied for in any other jurisdiction.

The Scheme Document will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UK Listing Authority.

Disclosure requirements of the 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 pm (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror.  A Dealing Disclosure must contain details of the dealing concerned and 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, save to the extent that these details have previously been disclosed under Rule 8.  A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified.  If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel’s Market Surveillance Unit on +44 (0)207 638 0129.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by NARS Shareholders, persons with information rights and other relevant persons for the receipt of communications from CSP Bidco may be provided to CSP Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

Publication on website

A copy of this announcement will be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on NARS’s website at http://corporate.nationwiderepairs.co.uk/investor-relations/information-takeover by no later than 12 noon (London time) on the day following this announcement.  For the avoidance of doubt, the contents of this website are not incorporated into and not do form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.2 of the Code, a person so entitled may request a copy of this announcement and any information incorporated into it by reference to another source in hard copy form.  A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form.  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 from either NARS by contacting Westhouse Securities on +44 (0)207 601 6100.

 

APPENDIX

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Voting Record Time for the Court Meeting and the General Meeting

6.00 p.m. on 20 May 2015(1)

Latest time for lodging forms of proxy for the:

 

Court Meeting (pink form)

10.00 a.m. on 20 May 2015(2)

General Meeting (white form)

10.10 a.m. on 20 May 2015(3)

 

Court Meeting

10.00 a.m. on 22 May 2015

 

General Meeting

10.10 a.m. on 22 May 2015(4)

 

The following dates are indicative only and are subject to change(5)

 

Last day of dealings in NARS Shares

The last business day before the Court Hearing

Scheme Record Time

   6.00p.m. on the last business day before the Court Hearing

Court Hearing

3 June 2015

Effective Date of the Scheme

                      3 June 2015(5)

De-listing of NARS Shares

 

Despatch of cheques and crediting of CREST for cash consideration due under the Scheme

7.00a.m. on the business day following the Effective Date(5)

Within 14 days of the Effective Date

Long-Stop Date

31 August 2015(6)

 

 

1               If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two days prior to the date of the adjourned meeting.

2              It is requested that pink forms of proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting. Pink forms of proxy not so lodged may be handed to the Chairman of the Court Meeting at the Court Meeting.

3              White forms of proxy for the General Meeting must be lodged not later than 48 hours prior to the time appointed for the General Meeting.

4              Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

5              These dates are indicative only and will depend, among other things, on the date upon which (i) the Court sanctions the Scheme, and (ii) the Court Order is delivered to the Registrar of Companies.

6              Or such later date, if any, as NARS and CSP Bidco may agree and the Panel may allow.

All references in this document to times are to London time unless otherwise stated.