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 of such jurisdiction.
1 April 2015
Recommended Cash Offer
Nationwide Accident Repair Services Ltd (“NARS”)
Canaveral Bidco Limited (“CSP Bidco”)
(an indirect wholly owned subsidiary of CSP III AIV (Cayman), L.P.)
to be effected by way of a scheme of arrangement under
Part 26 of the Companies Act 2006
· The Board of NARS and the Board of CSP Bidco are pleased to announce that agreement has been reached on the terms of a recommended cash acquisition by CSP Bidco of the entire issued and to be issued ordinary share capital of NARS.
· It is intended that the Transaction will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The purpose of the Scheme is to enable CSP Bidco to acquire the whole of the issued and to be issued ordinary share capital of NARS.
· Under the terms of the Scheme, which will be subject to the Conditions and other terms set out in this announcement and to further terms to be set out in the Scheme Document, NARS Ordinary Shareholders will receive 100 pence in cash for each NARS Share held. The Offer values the entire issued ordinary share capital of NARS at approximately £43.2 million and represents:
o a premium of approximately 45 per cent. to the Volume Weighted Average Price per NARS Share of 69.2 pence during the three month period to 31 March 2015 (being the latest practicable date prior to the publication of this announcement); and
o a premium of approximately 13 per cent. to the Closing Price per NARS Share of 88.5 pence on 31 March 2015 (being the latest practicable date prior to the publication of this announcement).
CSP Bidco is an indirect wholly owned subsidiary of CSP III AIV (Cayman), L.P., a limited partnership fund affiliated with Carlyle Strategic Partners III, L.P., managed by its investment adviser Carlyle Investment Management L.L.C. which together with affiliates do business as ‘The Carlyle Group’ (“Carlyle”). Carlyle is a global alternative asset manager with more than $194 billion of assets under management in 128 funds and 142 fund of funds vehicles as of 31 December 2014. Carlyle invests across four segments – Corporate Private Equity, Global Market Strategies, Real Assets and Investment Solutions – in Africa, Asia, Australia, Europe, the Middle East, North America and South America. Carlyle has expertise in various industries, including: aerospace, defence & government services, consumer & retail, energy & power, financial services, healthcare, industrial, infrastructure, real estate, technology & business services, telecommunications & media and transportation. Carlyle employs more than 1,650 people in 40 offices across six continents.
· The NARS Independent Directors, who have been so advised by Westhouse Securities as to the financial terms of the Offer, consider the financial terms of the Offer to be fair and reasonable. In providing its advice to the NARS Independent Directors, Westhouse Securities has taken into account the commercial assessments of the NARS Independent Directors. Accordingly, the NARS Independent Directors intend to unanimously recommend that NARS Independent Shareholders vote in favour of all of the resolutions relating to the Transaction at the Meetings, as Michael Marx, being the sole NARS Independent Director holding NARS Ordinary Shares, has irrevocably undertaken to do in respect of his own entire beneficial holdings of 30,000 NARS Ordinary Shares, representing approximately 0.07 per cent. of NARS’s issued ordinary share capital on 31 March 2015 (being the last Business Day before the date of this announcement).
· CSP Bidco has received an irrevocable undertaking from Michael Wilmshurst to submit and undertake to the Court to be bound by the Scheme and to vote in favour of the resolutions to be proposed at the Meetings (save for the resolution at the Court Meeting and the resolution to approve the Management Arrangements on which he is not allowed to vote) in respect of his 1,351,351 NARS Ordinary Shares in aggregate, representing approximately 3.13 per cent. of NARS’s issued ordinary share capital on 31 March 2015 (being the last Business Day before the date of this announcement).
· CSP Bidco has also received irrevocable undertakings to vote in favour of the Scheme from entities connected with Harwood Capital LLP, whose principal Christopher Mills is a non-executive director of NARS, which account for 13,395,414 NARS Ordinary Shares in aggregate and represent approximately 31.01 per cent. of NARS’s issued ordinary share capital. When combined with irrevocables from Michael Marx and other NARS Shareholders (and excluding Michael Wilmshurst who is unable to vote at the Court Meeting), CSP Bidco has received irrevocable undertakings to vote in favour of the Scheme in respect of the beneficial holdings of NARS Shareholders totalling 26,173,837 NARS Ordinary Shares in aggregate and representing approximately 60.59 per cent. of NARS’s issued ordinary share capital.
Further details of the irrevocable undertakings of support received by CSP Bidco are set out in Appendix 3 to this announcement, including the circumstances in which they cease to be binding.
· The Offer is subject to a number of Conditions and further terms, including the approval of the Scheme by the NARS Shareholders at the Court Meeting, the passing of resolutions by the NARS Shareholders at the NARS General Meeting by the requisite majorities and customary regulatory conditions.
· The Scheme Document, containing further information about the Offer and notices of the Court Meeting and the NARS General Meeting, will be published as soon as practicable and, in any event, within 28 days of this announcement.
Commenting on the Offer, Michael Marx, Chairman of NARS, said:
“The Board of Nationwide is pleased to announce that agreement has been reached with Carlyle on the terms of a recommended cash offer for Nationwide. This Offer enables Nationwide shareholders to realise value today in cash for their shares at a significant premium to the recent historical share price and a meaningful premium to the company’s share price immediately prior to the date of this announcement. It also provides the business with the opportunity to realise its growth ambitions and build its UK presence in an accelerated way. Carlyle has a well-respected track record in the automotive sector and specific experience in the vehicle accident repair market. We believe that the Offer is a good outcome for all Nationwide stakeholders.”
Summary information on NARS
NARS provides integrated automotive accident repair management services to the UK insurance industry and to fleet and retail customers. With over 70 repair centres, it is the largest dedicated provider of accident repair services in the UK. NARS is active throughout the UK with three divisions: (i) Nationwide Crash Repair Centres, which provides vehicle body repair services; (ii) Network Services, which provides accident management services, claim handling and deployment for repair for insurance companies and fleet operators; and (iii) Motorglass, which provides mobile motor glass repair and replacement. The NARS Group employs approximately 2,500 staff.
Michael Marx +44 (0)1993 701720
(Financial adviser, Nominated Adviser and Corporate Broker to NARS)
Antonio Bossi +44 (0)207 601 6100
(PR adviser to NARS)
Katie Tzouliadis +44 (0)203 178 6378
(Financial adviser to Carlyle)
Jonathan Slaughter +44 (0)207 280 5000
(Carlyle External Affairs)
Catherine Armstrong +44 (0)207 894 1200
This summary should be read in conjunction with the full text of the following announcement, including the Appendices. The Conditions and further terms of the Transaction are set out in Appendix 1 to this announcement and the full terms and conditions will be set out in the Scheme Document. Appendix 2 to this announcement contains the sources of information and bases of calculation of certain information contained in this announcement. Appendix 3 contains a summary of the irrevocable undertakings received to vote in favour of the Scheme, and Appendix 4 contains definitions of certain expressions used in this summary and in this announcement.