25/05/2023
Samba - Cancellation of Listing Announcement (25 May 2023)(581212737.6)
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.
FOR IMMEDIATE RELEASE.
25 May 2023
DIGNITY PLC (“DIGNITY”)
DE-LISTING AND CANCELLATION OF TRADING OF DIGNITY SHARES AND BOARD CHANGES
De-listing and cancellation of trading of Dignity Shares
Further to the announcement made by Yellow (SPC) Bidco Limited (“Bidco”) on 24 April 2023, Dignity today announces that, following an application by Dignity, the Financial Conduct Authority has cancelled the listing of Dignity Shares on the premium listing segment of the Official List and the London Stock Exchange has cancelled the trading of Dignity Shares on the London Stock Exchange's main market for listed securities, in each case with effect from 8.00 a.m. (London time) today, 25 May 2023.
Board update
Dignity today announces updates relating to its Board.
Angela Eames, Graham Robert Ferguson, Dean Roderick Moore and Kartina Tahir Thomson have tendered their resignations as Dignity Directors with immediate effect, which have been accepted by Dignity. Kate Alexandra Davidson and Giovanni (John) Castagno will remain on the Dignity Board.
Dignity is pleased to announce the appointment of:
- Nick Edwards, Chris Wensley, Steve Tatters and Graham Shircore as Non-Executive Directors; and
- Darren Ogden as Chief Financial Officer.
Bidco published an offer document on 14 February 2023 (the “Offer Document”), setting out the full terms and conditions of the Offer. On 14 April 2023, the Offer became a mandatory cash offer with listed and unlisted share alternative offers (the “Mandatory Offer” and Bidco’s announcement of such Mandatory Offer, the “Mandatory Offer Announcement”).
Capitalised terms used but not defined in this announcement (the “Announcement”) have the same meaning given to them in the Offer Document. All references to times in this announcement are to London times, unless otherwise stated. A copy of the Offer Document is available on Dignity’s website at www.dignityplc.co.uk.
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Enquiries
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SPWOne |
info@SPWOne.com |
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PAMP / Castelnau |
+44 20 8600 0100 |
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Morgan Stanley (Financial adviser to Bidco) |
+44 20 7425 8000 |
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Liberum (Corporate broker to Castelnau) |
+44 20 3100 2222 |
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H/Advisors Maitland (PR adviser to Bidco) |
+44 20 7379 5151 |
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Dignity |
+44 20 7466 5000 |
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Rothschild & Co (Financial adviser and Rule 3 adviser to Dignity) |
+44 20 7280 5000 |
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Investec (Corporate broker to Dignity) |
+44 20 7597 4000 |
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Buchanan (PR adviser to Dignity) |
+44 20 7466 5000 |
Further information
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, or 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 Dignity or any member of the Consortium pursuant to the Acquisition or otherwise in any jurisdiction in contravention of applicable laws. The Mandatory Offer is being made solely by means of the Offer Document (as amended by the Mandatory Offer Announcement) and the Form of Acceptance, which, together, contain the full terms and conditions of the Mandatory Offer, including details of how it may be accepted.
In addition to the Offer Document published by Bidco (as amended by the Mandatory Offer Announcement), Castelnau published the Castelnau Prospectus (as supplemented by the supplementary prospectus published by Castelnau on 4 April 2023 (the “Supplementary Prospectus”)), containing information on, amongst other things, the New Castelnau Consideration Shares. Dignity Shareholders should read the Offer Document (as amended by the Mandatory Offer Announcement), the Castelnau Prospectus (as supplemented by the Supplementary Prospectus) and the Form of Acceptance carefully because they contain important information in relation to the Mandatory Offer and the New Castelnau Consideration Shares. Any decision by Dignity Shareholders in respect of the Mandatory Offer should be made only on the basis of the information contained in the Offer Document (as amended by the Mandatory Offer Announcement), the Castelnau Prospectus (as supplemented by the Supplementary Prospectus) and the Form of Acceptance.
This announcement does not constitute a prospectus or prospectus equivalent document. Approval of the Castelnau Prospectus and/or the Supplementary Prospectus by the FCA should not be understood as an endorsement of the New Castelnau Consideration Shares.
Overseas jurisdictions
The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to accept the Mandatory Offer or to execute and deliver a Form of Acceptance may be affected by the laws of the relevant jurisdictions in which they are located. 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. This announcement has been prepared for the purpose of complying with English law and the Takeover 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.
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, neither the Listed Share Alternative nor the Unlisted Share Alternative are being made available, directly or indirectly, in, into or from a Restricted Jurisdiction and no Dignity Shareholder may make an Alternative Offers Election by any use, means or instrumentality (including facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of, a national, state or other securities exchange of a Restricted Jurisdiction. In addition, unless otherwise determined by Bidco or required by the Takeover Code, the Listed Share Alternative is not being made available to any Dignity Shareholder whose registered address is in an EEA Member State.
The availability of the Acquisition to Dignity Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions.
Details in relation to Dignity Shareholders in overseas jurisdictions are also contained in the Offer Document.
The Acquisition is subject to the applicable requirements of the Takeover Code, the Panel, the LSE and the FCA.
Additional information for US investors
The Mandatory Offer relates to the securities of a UK company and is subject to UK disclosure requirements, which are different from those of the United States. Financial information included in this announcement, the Offer Document and the Castelnau Prospectus (as supplemented by the Supplementary Prospectus) 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.
The Mandatory Offer is being made in the United States pursuant to the applicable US tender offer rules, subject to the exemption provided under Rule 14d-1(c) under the Exchange Act of 1934, as amended, for a Tier I tender offer, and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Mandatory Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law.
To the extent permissible under applicable law or regulations, Bidco and its affiliates or its brokers and its broker’s affiliates (acting as agents for Bidco or its affiliates, as applicable) may from time to time after the date of the Offer Document and the date hereof and during the pendency of the Mandatory Offer, and other than pursuant to the Mandatory Offer, directly or indirectly purchase or arrange to purchase Dignity Shares or any securities that are convertible into, exchangeable for or exercisable for Dignity Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in the United Kingdom, such information will be disclosed by means of a press release or other means reasonably calculated to inform US holders of Dignity of such information. In addition, the financial advisers to Bidco also may engage in ordinary course trading activities in securities of Dignity, which also may include purchases or arrangements to purchase such securities. To the extent required in the United Kingdom, any information about such purchases will be made public in the United Kingdom in the manner required by United Kingdom law.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Mandatory Offer, passed any comments upon the merits or fairness of the Mandatory Offer, passed any comments on the adequacy or completeness of the Offer Document or hereof, or passed any comment on whether the content in the Offer Document or herein is correct or complete. Any representation to the contrary is a criminal offence in the US.
The receipt of cash pursuant to the Mandatory Offer by a US holder of Dignity Shares will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Dignity Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of acceptance of the Mandatory Offer.
It may be difficult for US holders of Dignity Shares to enforce their rights and any claim arising out of the US federal laws, since Bidco and Dignity are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders of Dignity Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
The securities to be issued in connection with either of the Alternative Offers pursuant to the Mandatory Offer have not been and will not be registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. Valderrama D Shares and New Castelnau Consideration Shares will only be made available outside of the US to non-US Persons in offshore transactions within the meaning of, and in accordance with, the safe harbour from the registration requirements provided by Regulation S.