This announcement is not for release, publication or distribution in whole or in part, directly or indirectly in, into or from the United States, Canada, Australia, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
29 April 2016
RECOMMENDED CASH OFFERS
by
PROJECT DAYTONA BIDCO LIMITED
for all of the issued and to be issued ordinary shares and B ordinary shares of
ANS GROUP LIMITED
1 Introduction
The Daytona Board and the Independent Directors of ANS announce that they have reached agreement on the terms of recommended cash offers to be made by Daytona for all of the issued and to be issued ordinary shares and B ordinary shares of ANS ("Offers").
The Offers are being made by Daytona, a newly incorporated company formed for the specific purpose of making the Offers. Daytona is a wholly owned subsidiary of Daytona Holdco, which is also a newly incorporated company formed for the specific purpose of being the holding company of Daytona. Further details relating to Daytona and Daytona Holdco are set out in paragraph 8 of this announcement.
A committee of the ANS Board has been established for the purposes of considering the Offers, and making recommendations to ANS Shareholders in relation to the Offers. This committee comprises the three Independent Directors, namely Christopher Malthouse, David Hutton and Christopher Hodgson.
Separate offers are being made for all of the issued and to be issued ANS Ordinary Shares and ANS B Ordinary Shares. Both Offers are being made at the same price and otherwise on the same terms.
2 The Offers
The Offers will be subject to the conditions set out in Appendix I to this announcement, the full terms and conditions set out in the Offer Document and: (a) in respect of ANS Ordinary Shares, the White Form of Acceptance; and (b) in respect of the ANS B Ordinary Shares, the Yellow Form of Acceptance.
The Offers will be made on the following basis:
The Ordinary Share Offer
Under the terms of the Ordinary Share Offer, which is subject to the terms and conditions set out in this announcement and in the White Form of Acceptance, ANS Ordinary Shareholders will be entitled to receive:
for each ANS Ordinary Share 380 pence in cash
In addition, Daytona is making available to ANS Ordinary Shareholders the Securities Alternative.
An ANS Ordinary Shareholder may only elect for the Securities Alternative in respect of their entire holding of ANS Ordinary Shares. An ANS Ordinary Shareholder who elects to accept the Securities Alternative:
(a) will be entitled to receive an amount in cash which is equal to 49.215144 per cent. of their Securities Alternative Amount;
(b) will be entitled to receive such number of Bidco Loan Notes which, in aggregate, are for a principal amount which is equal to 50.784856 per cent. of their Securities Alternative Amount (such amount being the "Bidco Loan Note Amount"); and
(c) will agree to transfer all Bidco Loan Notes to Daytona Holdco (immediately after such Bidco Loan Notes are issued to that ANS Ordinary Shareholder) and, in consideration of the transfer of such Bidco Loan Notes, will be entitled to receive:
(i) such number of C Shares which, in aggregate, have a nominal value which is equal to 0.05 per cent of the Bidco Loan Note Amount;
(ii) such number of Preference Shares which, in aggregate, have a nominal value which is equal to 49.95 per cent of the Bidco Loan Note Amount; and
(iii) such number of Loan Notes which, in aggregate, are for a principal amount which is equal to 50.00 per cent. of the Bidco Loan Note Amount.
Any cash entitlement payable to those ANS Ordinary Shareholders electing to accept the Securities Alternative, will, if necessary, be rounded down to the nearest whole pound.
Fractions of Bidco Loan Notes will not be allotted or issued pursuant to the Securities Alternative and aggregate entitlements, for those ANS Ordinary Shareholders electing to accept the Securities Alternative, will instead be rounded up to the nearest whole number of Bidco Loan Notes.
Fractions of C Shares, Preference Shares and Loan Notes will not be allotted or issued pursuant to the Securities Alternative and aggregate entitlements, for those ANS Ordinary Shareholders electing to accept the Securities Alternative, will instead be rounded down to the nearest whole number of C Shares, Preference Shares and/or Loan Notes.
The Ordinary Share Offer extends to any ANS Ordinary Shares:
(a) which are transferred to any person by the ANS EBT for the purpose of satisfying the exercise of options by such person under any ANS Share Option Scheme; and
(b) unconditionally allotted or issued fully paid (or credited as fully paid) pursuant to the exercise of options under the ANS Share Option Schemes,
in each case prior to the date upon which the Ordinary Share Offer ceases to be open for acceptance (or such earlier date as Daytona may, subject to the Code, decide).
The ANS Ordinary Shares will be acquired by Daytona pursuant to the Ordinary Share Offer fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching to them on or after the date of this announcement, including, without limitation, the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after that date.
The Ordinary Share Offer is conditional upon, among other things:
? valid acceptances of the Ordinary Share Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date (or such later time(s) and/or date(s) as Daytona may, subject to the rules of the Code, decide) in respect of not less than 90 per cent. (or such lower percentage as Daytona may, subject to the Code, decide) of the ANS Ordinary Shares;
? the passing by Independent Shareholders of the Written Resolution to approve the Management Arrangements; and
? the B Ordinary Share Offer becoming or being declared unconditional in all respects.
The B Ordinary Share Offer
Under the terms of the B Ordinary Share Offer, which is subject to the terms and conditions set out in this announcement and in the Yellow Form of Acceptance, ANS B Ordinary Shareholders will be entitled to receive:
for each ANS B Ordinary Share 380 pence in cash
An ANS B Ordinary Shareholder may only elect for the Securities Alternative in respect of their entire holding of ANS B Ordinary Shares. An ANS B Ordinary Shareholder who elects to accept the Securities Alternative:
(a) will be entitled to receive an amount in cash which is equal to 49.215144 per cent. of their Securities Alternative Amount;
(b) will be entitled to receive such number of Bidco Loan Notes which, in aggregate, are for a principal amount which is equal to 50.784856 per cent. of their Securities Alternative Amount (such amount being the "Bidco Loan Note Amount"); and
(c) will agree to transfer all Bidco Loan Notes to Daytona Holdco (immediately after such Bidco Loan Notes are issued to that ANS B Ordinary Shareholder) and, in consideration of the transfer of such Bidco Loan Notes, will be entitled to receive:
(i) such number of C Shares which, in aggregate, have a nominal value which is equal to 0.05 per cent of the Bidco Loan Note Amount;
(ii) such number of Preference Shares which, in aggregate, have a nominal value which is equal to 49.95 per cent of the Bidco Loan Note Amount; and
(iii) such number of Loan Notes which, in aggregate, are for a principal amount which is equal to 50.00 per cent. of the Bidco Loan Note Amount.
Any cash entitlement payable to those ANS B Ordinary Shareholders electing to accept the Securities Alternative, will, if necessary, be rounded down to the nearest whole pound.
Fractions of Bidco Loan Notes will not be allotted or issued pursuant to the Securities Alternative and aggregate entitlements, for those ANS B Ordinary Shareholders electing to accept the Securities Alternative, will instead be rounded up to the nearest whole number of Bidco Loan Notes.
Fractions of C Shares, Preference Shares and Loan Notes will not be allotted or issued pursuant to the Securities Alternative and aggregate entitlements, for those ANS B Ordinary Shareholders electing to accept the Securities Alternative, will instead be rounded down to the nearest whole number of C Shares, Preference Shares and/or Loan Notes.
The B Ordinary Share Offer extends to any ANS B Ordinary Shares unconditionally allotted or issued fully paid (or credited as fully paid) pursuant to the exercise of options under the ANS Share Option Schemes prior to the date upon which the B Ordinary Share Offer ceases to be open for acceptance (or such earlier date as Daytona may, subject to the Code, decide).
The ANS B Ordinary Shares will be acquired by Daytona pursuant to the B Ordinary Share Offer fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching to them on or after the date of this announcement, including, without limitation, the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after that date.
The B Ordinary Share Offer is conditional upon, among other things:
? valid acceptances of the B Ordinary Share Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date (or such later time(s) and/or date(s) as Daytona may, subject to the rules of the Code, decide) in respect of not less than 90 per cent. (or such lower percentage as Daytona may, subject to the Code, decide) of the ANS B Ordinary Shares; and
? the passing by Independent Shareholders of the Written Resolution to approve the Management Arrangements.
3 Acquisition of ANS C Ordinary Shares
In addition to the Offers, Daytona has entered into an agreement with Scott Fletcher, Paul Sweeney and the ANS EBT (who are the only holders of ANS C Ordinary Shares) to purchase all of the issued ANS C Ordinary Shares conditional upon the Offers becoming or being declared unconditional in all respects. The total amount payable by Daytona for all of the issued ANS C Ordinary Shares is £29,050 (being the total nominal value of all of the issued ANS C Ordinary Shares).
4 Recommendation
The Independent Directors, who have been so advised by Peterhouse, consider the terms of the Offers to be fair and reasonable. In providing its advice to the Independent Directors, Peterhouse has taken into account the commercial assessments of the Independent Directors. Accordingly, the Independent Directors intend unanimously to recommend that ANS Shareholders accept the Offers, as the Independent Directors (including their immediate families, related trusts and connected persons) have irrevocably undertaken to do (or procure to be done) in respect of their own entire existing beneficial holdings of ANS Shares which, in aggregate, amount to 36,800 ANS Ordinary Shares (representing approximately 0.37 per cent. of the Existing Issued Ordinary Share Capital).
The Independent Directors, who have been so advised by Peterhouse, consider the terms of the Management Arrangements to be fair and reasonable so far as Independent Shareholders are concerned. In providing its advice to the Independent Directors, Peterhouse has taken into account the commercial assessments of the Independent Directors. Accordingly, the Independent Directors intend unanimously to recommend that Independent Shareholders agree to the Written Resolution, as the Independent Directors (including their immediate families, related trusts and connected persons) have irrevocably undertaken to do (or procure to be done) in respect of their own entire existing beneficial holdings of ANS Shares which, in aggregate, amount to 36,800 ANS Ordinary Shares (representing approximately 0.37 per cent. of the Existing Issued Ordinary Share Capital).
5 The Management Arrangements
A description of the Management Arrangements will be set out in the Offer Document. The Panel requires, in accordance with Rule 16.1 of the Code, that the Management Arrangements be approved by Independent Shareholders, before such arrangements can take effect. The Offers are conditional upon such approval being obtained.
Accordingly, the Written Resolution will be circulated to ANS Ordinary Shareholders and ANS C Ordinary Shareholders with the Offer Document.
In accordance with the requirements of the Code, only Independent Shareholders will be entitled to agree to the Written Resolution.
6 Irrevocable undertakings
Set out below are details of the irrevocable undertakings received by Daytona from ANS Shareholders to accept, or procure the acceptance of, the Offers and to elect or procure the making of an election (or, as the case may be, not to elect and to procure that no election is made) for the Securities Alternative and, in the case of those irrevocable undertakings received from Independent Shareholders, to agree to, or procure the agreement to, the Written Resolution:
| Name of shareholder | Number of ANS Shares and ANS C Ordinary Shares subject to the irrevocable undertaking | Number of ANS Shares accepting the Offers | Number of ANS Shares electing for the Securities Alternative | Number of ANS Shares not electing for the Securities Alternative | Number of ANS Ordinary Shares and ANS C Ordinary Shares to agree to the Written Resolution |
| Christopher Malthouse* | 36,800 ANS Ordinary Shares | 36,800 ANS Ordinary Shares | nil | 36,800 ANS Ordinary Shares | 36,800 ANS Ordinary Shares |
| Zoey Fletcher | 1,202,000 ANS Ordinary Shares | 111,330 ANS Ordinary Shares | nil | 111,330 ANS Ordinary Shares | 1,202,000 ANS Ordinary Shares |
| Minori Investments Limited | 2,850,000 ANS Ordinary Shares | 2,850,000 ANS Ordinary Shares | 2,850,000 ANS Ordinary Shares | nil | 2,850,000 ANS Ordinary Shares |
* The registered holder of such ANS Shares is Rock Nominees Limited
In addition, set out below are details of the irrevocable undertakings received by Daytona from ANS Optionholders to exercise their options under the ANS Share Option Schemes and to accept, or procure the acceptance of, the Offers and to elect or procure the making of an election (or, as the case may be, not to elect and to procure that no election is made) for the Securities Alternative:
| Name of shareholder | Number of ANS Shares under option and subject to the irrevocable undertaking | Number of ANS Shares accepting the Offers | Number of ANS Shares electing for the Securities Alternative | Number of ANS Shares not electing for the Securities Alternative |
| Christopher Malthouse | 1,160,000 ANS B Ordinary Shares | 1,160,000 ANS B Ordinary Shares | nil | 1,160,000 ANS B Ordinary Shares |
| David Hutton | 217,500 ANS B Ordinary Shares 200,000 ANS Ordinary Shares | 217,500 ANS B Ordinary Shares 200,000 ANS Ordinary Shares | nil | 217,500 ANS B Ordinary Shares 200,000 ANS Ordinary Shares |
These irrevocable undertakings are only binding if the price payable for each Ordinary Share and/or B Ordinary Share is no less than 380 pence in cash. These irrevocable undertakings lapse if the Offers lapse or are withdrawn. Otherwise they will remain binding in all circumstances.
Accordingly Daytona has received, in aggregate, irrevocable undertakings:
(a) to accept (or procure the acceptance of) the Ordinary Share Offer in respect of 3,198,130 ANS Ordinary Shares, representing approximately 32.54 per cent. of the Existing Issued Ordinary Share Capital and approximately 32.16 per cent. of the Enlarged Ordinary Share Capital;
(b) to accept (or procure the acceptance of) the B Ordinary Share Offer in respect of 1,377,500 ANS B Ordinary Shares, representing approximately 36.06 per cent. of the Existing Issued B Ordinary Share Capital and approximately 19.76 per cent. of the Enlarged B Ordinary Share Capital;
(c) to make (or procure the making of) no election for the Securities Alternative in respect of 348,130 ANS Ordinary Shares, representing approximately 3.54 per cent. of the Existing Issued Ordinary Share Capital and approximately 3.5 per cent. of the Enlarged Ordinary Share Capital;
(d) to make (or procure the making of) no election for the Securities Alternative in respect of 1,377,500 ANS B Ordinary Shares, representing approximately 36.06 per cent. of the Existing Issued B Ordinary Share Capital and approximately 19.76 per cent. of the Enlarged B Ordinary Share Capital;
(e) to elect for the Securities Alternative in respect of 2,850,000 ANS Ordinary Shares, representing approximately 29 per cent. of the Existing Issued Ordinary Share Capital; and
(f) to agree (or procure the agreement) to the Written Resolution in respect of 4,088,800 ANS Ordinary Shares, representing approximately 69.81 per cent. of the votes capable of being cast on the Written Resolution by Independent Shareholders.
In addition each of Scott Fletcher, Lowry and the members of the Management Team have also agreed, under the Subscription Agreement, not to elect for the Securities Alternative.
Pursuant to the terms of the irrevocable undertakings referred to above, each of Christopher Malthouse and David Hutton have agreed:
(a) for a period of 2 years after the Offers become or are declared unconditional, not to:
(i) compete with the ANS Group; or
(ii) solicit certain specified customers and employees of the ANS Group;
(b) for a period of 1 year after the Offers become or are declared unconditional, not to solicit existing customers and prospects of the ANS Group; and
(c) not to disclose any confidential information of the ANS Group (save as may be required by law).
7 Background to, and reasons for, recommending the Offers
ANS is a fast growing business that has successfully achieved significant start up growth. Scott Fletcher and the Management Team believe that the business has effectively achieved the first phase of its development and that the business now needs the right platform for the next stage of its growth. This will be a more challenging phase, which will require ANS to increase the quality of its customer base and achieve higher average contract value.
In order to achieve this, the Company will need its key members of management to be fully incentivised as well as the support of an appropriate strategic funding partner. Incentivisation of management in fast growing businesses in this sector is typically achieved through equity participation and therefore the main reason for the Offers is to ensure that the key members of management who are responsible for delivering the next phase of growth, have appropriate equity incentivisation which is commensurate with their role in delivering that growth.
In addition the Offers provide shareholders with the opportunity to realise their investment in the Company in cash.
The Independent Directors have considered the Offers and the effect of the Offers on the employees and business of the ANS Group. Having taken advice from Peterhouse, the Independent Directors consider the terms of the Offers to be fair and reasonable in the context of the ANS Group's financial position and performance and they unanimously recommend ANS Shareholders to accept the Offers. In providing its advice to the Independent Directors, Peterhouse has taken into account the commercial assessments of the Independent Directors.
8 Information on Daytona and Daytona Holdco
Daytona is a newly incorporated company formed for the specific purpose of making the Offers. Daytona is a wholly owned subsidiary of Daytona Holdco, which is also a newly incorporated company formed for the specific purpose of making the Offers.
Neither Daytona nor Daytona Holdco have traded since incorporation nor has either of them entered into any obligations other than in connection with the Offers, the financing of the Offers, the Sale and Purchase Agreement and the Management Arrangements.
As at the date of this announcement:
(a) the shareholders of Daytona Holdco are Paul Sweeney (who holds 1,000 A Shares), Andrew Barrow and Paul Shannon (each of whom hold 1,000 B Shares), each of whom is a director of ANS; and
(b) the sole shareholder of Daytona is Daytona Holdco which holds one ordinary share of £1.00 in the capital of Daytona.
The directors of Daytona and Daytona Holdco are Scott Fletcher, Paul Sweeney and Robert Nugent.
Following the Offer becoming or being declared unconditional in all respects, the shareholders of Daytona Holdco will be Scott Fletcher, Lowry, Paul Sweeney, Andrew Barrow, Paul Shannon, Minori Investments Limited and any other ANS Shareholder who elects for the Securities Alternative.
Further information on Daytona and Daytona Holdco will be included in the Offer Document.
9 Interests in relevant securities of ANS
As at the date of this announcement, the interests (excluding options under the ANS Share Option Schemes as set out below) in respect of relevant securities of ANS held by Daytona and any persons acting or deemed to be acting in concert with Daytona, including the Daytona Directors (and their immediate families, related trusts and companies and connected persons), are as follows:
| Name | ANS Ordinary Shares | ANS B Ordinary Shares | ANS C Ordinary Shares |
| Scott Fletcher | 934,867 | 2,000,000 | 1,740,000 |
| Jim Nominees Limited (as trustees of the Scott Fletcher SIPP) | 265,071 | - | - |
| Lowry Trading Limited* | 3,157,826 | 1,820,000 | |
| Paul Sweeney | 1,133,898 | - | 300,000 |
| Jim Nominees Limited (as trustees of the Paul Sweeney SIPP) | 292,892 | - | - |
| Robert Nugent | 11,000 | - | - |
| Claire O'Mara | 286 | - | - |
| Laura Fletcher | 286 | - | - |
| Adelle Officer | 286 | - | - |
| Michelle Nock | 286 | - | - |
| Annette O'Toole | 52,404 | - | - |
| Andrew David O'Mara | 2,286 | - | - |
| Cheryl Wood | 74,785 | - | - |
* Includes all ANS Ordinary Shares and ANS B Ordinary Shares held by Lowry and, in addition, those it has contracted to acquire from Zoey Fletcher (as referred to below)
As at the close of business on the Latest Practicable Date, the rights to subscribe for relevant securities of ANS held by any person acting or deemed to be acting in concert with Daytona and the Daytona Directors (and their immediate families, related trusts and companies and connected persons) under the ANS Share Option Schemes were as follows:
| Name | Scheme | Date of grant | Exercise price | Exercise period | Type and number of ANS Shares |
| Paul Sweeney | ANS Group PLC 2011/12 EMI Share Option Scheme relating to "B" Ordinary Shares | 09/1/2012 | £0.02 | Exercisable as a result of a general offer triggering a change of control* | 1,350,000 ANS B Ordinary Shares |
| Andrew Barrow | ANS Group PLC 2011/12 EMI Share Option Scheme relating to "B" Ordinary Shares | 09/1/2012 | £0.02 | Exercisable as a result of a general offer triggering a change of control* | 425,000 ANS B Ordinary Shares |
| Paul Shannon | ANS Group PLC 2011/12 EMI Share Option Scheme relating to Ordinary Shares | 27/2/2012 | £0.48 | Exercisable as a result of a general offer triggering a change of control* | 75,000 ANS Ordinary Shares |
| Paul Shannon | ANS Group PLC 2011/12 EMI Share Option Scheme relating to Ordinary Shares | 24/5/2013 | £0.68 | Exercisable as a result of a general offer triggering a change of control* | 75,000 ANS Ordinary Shares |
| Elaine Fletcher | ANS Group PLC 2011/12 EMI Share Option Scheme relating to Ordinary Shares | 10/3/ 2014 | £0.77 | Exercisable as a result of a general offer triggering a change of control* | 80,000 ANS Ordinary Shares |
| Stephen Fletcher | ANS Group PLC 2011/12 EMI Share Option Scheme relating to Ordinary Shares | 10/3/2014 | £0.77 | Exercisable as a result of a general offer triggering a change of control* | 85,000 ANS Ordinary Shares |
* The rules state that the relevant options are exercisable as a result of a general offer triggering a change of control until the later of: (a) 6 months following such a general offer (or as such shorter period of not less than 21 days as the ANS Board shall specify in the notice to the relevant ANS Optionholders); and (b) when any "squeeze out" period under the Act expires.
On 13 November 2014, Zoey Fletcher agreed to sell to Lowry 1,000,000 ANS B Ordinary Shares and 1,090,670 ANS Ordinary Shares ("Relevant Shares"). Prior to the Offers becoming or being declared unconditional in all respects, Zoey Fletcher will complete the sale of the Relevant Shares to Lowry. Zoey Fletcher will receive, for each Relevant Share, an amount in cash equal to the Offer Price.
10 Financing of the Offers
Ballard Evans is satisfied that resources are available to Daytona sufficient to satisfy full acceptance of the Offers.
11Documents available for inspection
Copies of the following documents will be available on Daytona's website at www.projectdaytona.co.uk and ANS' website at www.ans.co.uk while the Offers remain open for acceptance:
(a) the irrevocable undertakings referred to in paragraph 6 of this announcement;
(b) this announcement; and
(c) all documents relating to the financing of the Offers.
12 General
Certain terms used in this announcement are defined in Appendix II to this announcement
The Offers will be subject to the conditions set out in Appendix I to this announcement and to the full terms and conditions set out in the Offer Document and in the Forms of Acceptance.
This announcement does not constitute, or form part of, an offer or invitation to purchase or subscribe for any securities. The Offers will be made solely by way of the Offer Document and the relevant Forms of Acceptance, which together will contain the full terms and conditions of the Offers, including details on how the Offers may be accepted.
ANS Shareholders who accept the Offers may only rely on the Offer Document and: (a) in the case of ANS Ordinary Shares, the White Form of Acceptance; and (b) in the case of the ANS B Ordinary Shares, the Yellow Form of Acceptance for all the terms and conditions of the Offers. In deciding whether or not to accept the Offers in relation to their ANS Shares (and whether or not to make any election for the Securities Alternative), ANS Shareholders should rely only on the information contained, and procedures described, in the Offer Document and the relevant Form of Acceptance. ANS Shareholders are strongly advised to read the Offer Document, which will contain important information with respect to the Offers.
Peterhouse Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is exclusively acting for ANS as financial adviser in relation to the Offers and is not acting for or advising any other person and accordingly will not be responsible to any person other than ANS for providing the protections afforded to clients of Peterhouse Corporate Finance Limited or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein or in the Offer Document or the Forms of Acceptance. Neither Peterhouse Corporate Finance Limited 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 Peterhouse Corporate Finance Limited in connection with this announcement, any statement contained herein or otherwise.
Peterhouse Corporate Finance Limited has given and not withdrawn its consent to the issue of this announcement and the references to its name in the form and context in which they appear.
Ballard Evans Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Institute of Chartered Accountants in England and Wales, is acting exclusively for Daytona and Daytona Holdco in relation to the Offers, and is not acting for or advising any other person and accordingly will not be responsible to any person other than Daytona and Daytona Holdco for providing the protections afforded to the clients of Ballard Evans Corporate Finance Limited or for providing advice in relation to the contents of this announcement or any offer or arrangement referred to herein or in the Forms of Acceptance. Neither Ballard Evans Corporate Finance Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect and whether in contract, in tort, under statute or otherwise) to any person who is not a client of Ballard Evans Corporate Finance Limited in connection with this announcement, any statement contained herein or otherwise.
Ballard Evans Corporate Finance Limited has given and not withdrawn its consent to the issue of this announcement and the references to its name in the form and context in which they appear.
The Daytona Directors and the Daytona Holdco Directors each accept responsibility for the information contained in this announcement other than the information for which the Independent Directors and the ANS Directors accept responsibility in accordance with the following paragraphs. To the best of the knowledge and belief of the Daytona Directors and the Daytona Holdco Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Independent Directors each accept responsibility for the recommendation of the Offers. To the best of the knowledge and belief of the Independent Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
The ANS Directors each accept responsibility for the information in this announcement relating to ANS, the ANS Group, themselves and their immediate families, related trusts and connected persons (other than for the recommendation of the Offers by the Independent Directors and for the contents of this announcement relating to the recommendation of the Offers by the Independent Directors, for which the Independent Directors alone accept responsibility). To the best of the knowledge and belief of the ANS Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
Overseas jurisdictions
The Offers are not being made, directly or indirectly, in or into the United States or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile or other electronic transmission, telex or telephone) of inter-state or foreign commerce of, or any facility of a national, state or other securities exchange of, the United States, nor are the Offers being made, directly or indirectly, in or into Canada, Australia or Japan and the Offers cannot be accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan.
The availability of the Offers to ANS Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. ANS Shareholders who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements and, if in any doubt about their position, they should consult their appropriately authorised professional adviser in the relevant jurisdiction.
Forward looking statements
Certain statements contained in this announcement may constitute "forward looking statements". In some cases, these forward-looking statements can be identified by the use of words such as "anticipate", "targets", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Daytona Directors and ANS Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risks and uncertainties and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements, which are not guarantees of future performance.
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. ANS, Daytona and Daytona Holdco assume no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of the ANS Group or the Daytona Group except where expressly stated.
Disclosure requirements of the Code
Under Rule 8.3(a) of the City 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 paper 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 paper 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 paper 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 p.m. (UK time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (UK time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 p.m. (UK 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 paper 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 Takeover Panel's website at 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)20 7638 0129.
Daytona is a paper offeror for the purposes of the disclosure requirements described above.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Code, ANS confirms that it has the following shares in issue as at the date of this announcement:
(a) 9,827,156 ordinary shares of £0.01 each;
(b) 3,820,000 B ordinary shares of £0.01 each; and
(c) 2,905,000 C ordinary shares of £0.01 each.
Publication on website and availability of hard copies
A copy of this announcement will be made available for inspection, subject to certain restrictions relating to Overseas Shareholders, on Daytona's website www.projectdaytona.co.uk and ANS' website www.ans.co.uk by no later than 12.00 noon on 30 April 2016 and will remain available while the Offers remain open for acceptances. To obtain a hard copy of this announcement, write to Robert Nugent at Project Daytona Bidco Limited, c/o Lowry Trading Limited, 27th Floor, City Tower, Piccadilly Plaza, Manchester, M1 4BT. You may also request that all future documents, announcements and information sent to you in relation to the Offers should be in hard copy form. For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement
Appendix 1
Conditions of the Offers
1 The Ordinary Share Offer
The Ordinary Share Offer is subject to the following conditions:
(i) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. on the First Closing Date (or such later time(s) and/or date(s) as Daytona may, subject to the rules of the Code, decide) in respect of not less than 90 per cent. in nominal value of the ANS Ordinary Shares to which the Ordinary Share Offer relates and not less than 90 per cent. of the voting rights carried by those ANS Ordinary Shares (or, in either case, such lesser percentage as Daytona may decide), provided that this condition will not be satisfied unless Daytona has acquired or agreed to acquire (pursuant to the Ordinary Share Offer, the Sale and Purchase Agreement or otherwise), directly or indirectly, ANS Ordinary Shares and ANS C Ordinary Shares carrying, in aggregate, over 50 per cent. of the voting rights then normally exercisable at general meetings of ANS on such basis as may be required by the Panel (including for this purpose, to the extent (if any) required by the Panel, any voting rights attaching to any shares which are unconditionally allotted or issued before the Ordinary Share Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise). In this condition:
(a) the expression "ANS Ordinary Shares to which the Ordinary Share Offer relates" shall be construed in accordance with sections 974 to 991 (inclusive) of the Act;
(b) ANS Ordinary Shares and ANS C Ordinary Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry on issue; and
(c) valid acceptances shall be deemed to have been received in respect of ANS Ordinary Shares that Daytona shall pursuant to section 979(8) and, if applicable, section 979(9) of the Act be treated as having acquired or unconditionally contracted to acquire by virtue of acceptances of the Ordinary Share Offer;
(ii) the passing by Independent Shareholders of the Written Resolution to approve the Management Arrangements or such other resolutions as may be required by the Panel to approve the Management Arrangements; and
(iii) the B Ordinary Share Offer becoming or being declared unconditional in all respects.
2 The B Ordinary Share Offer
The B Ordinary Share Offer is subject to the following conditions:
(i) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. on the First Closing Date (or such later time(s) and/or date(s) as Daytona may, subject to the rules of the Code, decide) in respect of not less than 90 per cent. in nominal value of the ANS B Ordinary Shares to which the B Ordinary Share Offer relates and not less than 90 per cent. of the voting rights carried by those ANS B Ordinary Shares (or, in either case, such lesser percentage as Daytona may decide), provided that this condition will not be satisfied unless Daytona has acquired or agreed to acquire (pursuant to the Ordinary Share Offer, the Sale and Purchase Agreement or otherwise), directly or indirectly, ANS Ordinary Shares and ANS C Ordinary Shares carrying, in aggregate, over 50 per cent. of the voting rights then normally exercisable at general meetings of ANS on such basis as may be required by the Panel (including for this purpose, to the extent (if any) required by the Panel, any voting rights attaching to any shares which are unconditionally allotted or issued before the B Ordinary Share Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise). In this condition:
(a) the expression "ANS B Ordinary Shares to which the B Ordinary Share Offer relates" shall be construed in accordance with sections 974 to 991 (inclusive) of the Act;
(b) ANS Ordinary Shares and ANS C Ordinary Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry on issue; and
(c) valid acceptances shall be deemed to have been received in respect of ANS B Ordinary Shares that Daytona shall pursuant to section 979(8) and, if applicable, section 979(9) of the Act be treated as having acquired or unconditionally contracted to acquire by virtue of acceptances of the B Ordinary Share Offer; and
(ii) the passing by Independent Shareholders of the Written Resolution to approve the Management Arrangements or such other resolutions as may be required by the Panel to approve the Management Arrangements.
3 The Offers
Each of the Ordinary Share Offer and the B Ordinary Share Offer is subject to the following conditions (and any reference to the "Offer" in the following conditions shall be construed in each case as a reference to the relevant Offer):
(i) no Relevant Authority having decided to take, institute, implement or threaten any action, suit, proceeding, investigation, enquiry or reference, or made, proposed or enacted any statute, regulation, decision or order or required any action to be taken or information to be provided or otherwise having taken or refrained from having taken any other action, and there not continuing to be in force any statute, regulation, rule, order or decision that, in any such case, will or may reasonably be expected to:
(a) make the Offer or its implementation or the acquisition or proposed acquisition by Daytona of any ANS Shares or control or management of ANS (or any other member of the ANS Group) void, voidable, unenforceable or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit or materially delay, or impose material additional or materially amended conditions or obligations with respect to, or otherwise materially challenge or interfere with, any of the foregoing; or
(b) require, prevent, delay, restrict or alter the proposed terms for the divestiture by Daytona or any member of the ANS Group of all or any part of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct or to own, use or operate all or any part of the respective businesses, assets or properties owned by, or the use or operation of which is enjoyed by, any of them, or result in any of them ceasing to be able to carry on business, or being restricted in its carrying on of business, under any name under which it currently does so which, in any case, is material in the context of the Enlarged Group; or
(c) impose any limitation on the ability of Daytona or any member of the ANS Group, directly or indirectly, to acquire or to hold or to exercise effectively any rights of ownership of shares or other securities (or the equivalent) in any member of the ANS Group, or to exercise management or voting control over any member of the ANS Group; or
(d) require Daytona or any member of the ANS Group to acquire, or to offer to acquire, any shares or other securities or indebtedness (or the equivalent) in or of Daytona or any member of the ANS Group or any shares or other securities or indebtedness (or the equivalent) in or of, or any asset owned by, any other person, or to dispose of or repay, or to offer to dispose of or repay, any shares or other securities or indebtedness (or the equivalent) in or of, or any asset owned by, Daytona or any member of the ANS Group; or
(e) impose any limitation on the ability of Daytona or any member of the ANS Group to integrate its business, or any part of it, with any business of Daytona or any member of the ANS Group to an extent which is material in the context of the Offer or, as the case may be, in the context of the Enlarged Group; or
(f) otherwise adversely affect the business, assets, financial or trading position or profits, prospects or value of any member of the ANS Group or Daytona to an extent which is material in the context of the Offer or, as the case may be, in the context of the Enlarged Group; or
(g) result in a material delay in the ability of Daytona (to an extent which is material to Daytona in the context of the Offer or, as the case may be, in the context of the Enlarged Group) or render Daytona unable, to acquire all or some of the ANS Shares or require or prevent a divestiture by Daytona of any such shares,
and all applicable waiting and other time periods during which any Relevant Authority could decide to take, institute, implement or threaten any such action, suit, proceeding, investigation, enquiry or reference having expired, lapsed or been terminated;
(ii) all material filings which Daytona reasonably considers necessary having been made, all statutory or regulatory obligations in any jurisdiction having been complied with and all appropriate waiting or other time periods under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated, in each case in connection with the Offer or the acquisition or proposed acquisition of any ANS Shares, or of control or management of ANS (or any other member of the ANS Group) by Daytona, and all Relevant Authorisations reasonably deemed by Daytona (or any other member of the Daytona Group) to be necessary or appropriate for, or in respect of, the Offer or any acquisition or proposed acquisition of any ANS Shares, or of control or management of ANS (or any other member of the ANS Group), by Daytona or to permit or enable Daytona to carry on the business of any member of the ANS Group having been obtained in terms and in a form satisfactory to Daytona, acting reasonably, from all appropriate Relevant Authorities and from all appropriate persons, authorities or bodies with whom Daytona or any member of the ANS Group has entered into contractual arrangements, and all such Relevant Authorisations remaining in full force and effect, and there being no notice or intimation of any intention to revoke or suspend or materially modify or restrict or not to renew any of them;
(iii) save as Disclosed, there being no provision of any Relevant Instrument which, in consequence of the making or implementation of the Offer, the acquisition or proposed acquisition by Daytona of any ANS Shares or any change in the control or management of ANS (or any other member of the ANS Group), provides for any of the following in each case to an extent which is material in the context of the Offer or, as the case may be, in the context of the Enlarged Group:
(a) any money borrowed by, or any other indebtedness (actual or contingent) of, any member of the ANS Group being or becoming repayable or capable of being declared repayable immediately or prior to their stated maturity, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited; or
(b) the creation of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the ANS Group or any such security (whenever arising or having arisen) becoming enforceable or being enforced; or
(c) any Relevant Instrument or any right, liability, obligation, interest or business of any member of the ANS Group under such Relevant Instrument (or any related arrangement) being terminated or adversely modified or affected, or any action being taken, or any obligation arising, under any Relevant Instrument; or
(d) other than in the normal course of business, any asset or right (including intellectual property rights) or interest of, or any asset or such right the use or operation of which is enjoyed by, any member of the ANS Group being or falling to be disposed of, or charged, or ceasing to be available to any such member, or any right arising under which any such asset or interest or such right will or could be required to be disposed of or charged, or will or could cease to be so available; or
(e) the interest or business of any member of the ANS Group in or with any company, firm, body or person, or any arrangements relating to any such interest or business, being terminated or adversely modified or affected; or
(f) the creation of liabilities, whether actual or contingent, of any member of the ANS Group, or the business, assets, financial or trading position, profits or value of any member of the ANS Group being adversely affected; or
(g) any member of the ANS Group or Daytona being required to acquire, or to offer to acquire, any shares or other securities or indebtedness (or the equivalent) in or of any member of the ANS Group or Daytona or any shares or other securities or indebtedness (or the equivalent) in or of, or any asset owned by, any other person or to dispose of or repay, or to offer to dispose of or repay, any shares or other securities or indebtedness (or the equivalent) in or of, or any asset owned by, any member of the ANS Group or Daytona and no event having occurred which, under any provision of any Relevant Instrument, would or could reasonably be expected to result in any of the events or circumstances referred to in sub-paragraphs (a) to (g) of this paragraph (iii);
(iv) save as Disclosed, no member of the ANS Group having, since 31 March 2015:
(a) made any alteration to its memorandum or articles of association or other constitutional document which is or could reasonably be considered to be material; or
(b) recommended, declared, paid or made, or proposed the recommendation, declaration, paying or making of, any dividend, bonus issue or other distribution, whether in cash or otherwise (other than to ANS or a wholly-owned subsidiary of ANS); or
(c) allotted or issued or agreed to allot or issue, or authorised or proposed the allotment or issue of, additional shares of any class, or securities convertible into, or rights, warrants or options to subscribe for or acquire, any such shares or securities or any loan capital (other than issues to ANS or a wholly-owned subsidiary of ANS and save for ANS Shares allotted or issued on the exercise of any options granted under the ANS Share Option Schemes and which allotment or issue is Disclosed) or redeemed, purchased or reduced, or authorised or proposed the redemption, purchase or reduction of, any part of its ordinary share capital; or
(d) (other than to ANS or a wholly-owned subsidiary of ANS) issued, authorised or proposed the issue of any debentures or securities or incurred or, save in the normal course of business, incurred or increased any indebtedness or contingent liability; or
(e) entered into, varied or implemented, or authorised, proposed or announced its intention to enter into, vary or implement, any material contract, scheme, transaction, commitment or other arrangement which is outside the normal course of trading or which is, will or is reasonably likely to be restrictive on the business of Daytona or any member of the ANS Group or which involves or will or is reasonably likely to involve an obligation of a loss-making, long-term, onerous or unusual nature or magnitude; or
(f) authorised, proposed or effected any merger, demerger, reconstruction or amalgamation of, any acquisition, disposal or transfer of, or any charge or security interest or other encumbrance in respect of, any asset or any right, title or interest in any share or asset (other than in the normal course of trading); or
(g) authorised, proposed or effected any mortgage, charge, grant of security interest or other third party right or encumbrance over any asset or any right, title or interest in any shares or other asset (other than in the normal course of trading); or
(h) entered into, or varied (other than in respect of increases in remuneration required under the terms of the relevant agreement) the terms of, any service contract or agreement or other arrangement with any of the directors, senior executives or senior employees of any member of the ANS Group; or
(i) been unable, or threatened in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or a substantial part thereof or ceased or threatened to cease carrying on all or a substantial part of its business; or
(j) taken or proposed any action or had any proceedings instituted, threatened or proposed for its winding-up (voluntarily or otherwise), dissolution or reorganisation (save for any such winding-up or dissolution whilst solvent) or for the appointment of a receiver, administrator, administrative receiver, trustee or similar or analogous officer of all or any of its assets or revenues or for any similar or analogous matter in any jurisdiction; or
(k) waived or compromised any claim which is material in the context of the Enlarged Group; or
(l) entered into any commitment, agreement or arrangement, or passed any resolution or made any offer, with respect to, or announced an intention to effect or to propose, any of the transactions, matters or events referred to above in this paragraph (iv);
(v) save as Disclosed, since 31 March 2015:
(a) no adverse change or deterioration having occurred in the business, assets, financial or trading position, profits, prospects or value of any member of the ANS Group which is material in the context of the Enlarged Group;
(b) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the ANS Group is or may become a party (whether as a claimant, defendant or otherwise), and no investigation or enquiry by, or complaint or reference to, any Relevant Authority against or in respect of any member of the ANS Group, having been instituted, announced or threatened or remaining outstanding which, in each case in this sub-paragraph (v)(b), is material in the context of the Enlarged Group;
(c) no steps having been taken which will result in, or could reasonably be expected to result in, the withdrawal, cancellation, termination or adverse modification of any licence or permit held by any member of the ANS Group which is material in the context of the Enlarged Group; and
(d) no contingent or other liability having arisen or increased which will adversely affect any member of the ANS Group in a manner which is material in the context of the Enlarged Group;
(vi) Daytona not having discovered, except as Disclosed:
(a) that any financial, business or other information concerning the ANS Group, as contained in the information publicly disclosed at any time by or on behalf of any member of the ANS Group or disclosed at any time by or on behalf of any member of the ANS Group in writing in connection with the Offer to Daytona or its agents or advisers, is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading, with a consequence which in each case is materially adverse in the context of the Enlarged Group; or
(b) any information which materially affects the import of any such information as is mentioned in sub-paragraph (a) of this paragraph (vi); or
(c) any circumstance exists whereby a person or class of persons has any claim or claims against any past or present member of the ANS Group which claim or claims are materially adverse in the context of the Enlarged Group; and
(vii) save as Disclosed, Daytona not having discovered any of the following matters:
(a) that there has been any release, emission, disposal, spillage or leak of any waste or hazardous substance or any substance likely to impair the environment or harm human health on or about or from any property or water now or previously owned, occupied, used or controlled by any past or present member of the ANS Group (whether or not constituting a non-compliance by any person with any applicable law, statute, ordinance or any regulation, rule or other requirement of any Relevant Authority) and, in any such case, is likely to give rise to any liability (whether actual or contingent) on the part of any member of the ANS Group which is materially adverse in the context of the Enlarged Group; or
(b) that any past or present member of the ANS Group has committed any violation of any applicable laws, statutes or ordinances, or any regulations, rules or other requirements of any Relevant Authority, relating to the disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters which is material in the context of the Enlarged Group; or
(c) that there is, or is reasonably likely to be, any liability (actual or contingent) which is material in the context of the Enlarged Group on any member of the ANS Group to make good, repair, reinstate or clean up any property or water now or previously owned, occupied, used or controlled by any past or present member of the ANS Group under any environmental legislation, regulation, notice, circular, order or requirement of any Relevant Authority.
The Conditions are inserted for the benefit of Daytona and no ANS Shareholder shall be entitled to waive any of the Conditions without the prior consent of Daytona. Each of the Conditions shall be regarded as a separate condition and not be limited by reference to any other Condition.
Daytona reserves the right to waive all or any of Conditions set out in this paragraph 3, in whole or in part.
In the case of the Ordinary Share Offer, each of the Conditions set out in paragraphs 1(ii) and 1(iii) and paragraph 3 above must be fulfilled or (where possible) waived within 21 days after the later of the First Closing Date and the date on which the Condition set out in paragraph 1(i) is fulfilled (or in each case such later date as the Panel may agree), failing which the Ordinary Share Offer will lapse.
In the case of the B Ordinary Share Offer, each of the Conditions set out in paragraph 2(ii) and paragraph 3 above must be fulfilled or (where possible) waived within 21 days after the later of the First Closing Date and the date on which the Condition set out in paragraph 2(i) is fulfilled (or in each case such later date as the Panel may agree), failing which the B Ordinary Share Offer will lapse.
Daytona shall be under no obligation to waive or treat as satisfied, in relation to either Offer any of Conditions set out in paragraph 3 above by a date earlier than the latest date specified above for the satisfaction thereof notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.
If Daytona is required by the Panel to make an offer for ANS Shares under the provisions of Rule 9 of the Code, Daytona may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.
The ANS Shares will be acquired by Daytona, pursuant to the Offers, fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and any other interest of any nature whatsoever and together with all rights attaching to them on or after the date of this announcement, including, without limitation, the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after that date. Accordingly, insofar as a dividend and/or distribution and/or a return of capital is proposed, declared, made, paid or payable by ANS in respect of an ANS Share on or after the date of this announcement, Daytona reserves the right to reduce by the amount of the dividend and/or distribution and/or return of capital, the price payable under the Offers in respect of an ANS Share, except insofar as the ANS Share is or will be transferred pursuant to the Offers on a basis which entitles Daytona alone to receive the dividend and/or distribution and/or return of capital but if that reduction in price has not been effected, the person to whom the Offer Price is paid in respect of that ANS Share, will be obliged to account to Daytona for the amount of such dividend and/or distribution and/or return of capital.
The Offers are governed by English law and will each be subject to the jurisdiction of the English Courts.
The availability of the Offers to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. People who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
If either Offer lapses it will cease to be capable of further acceptance and both ANS Shareholders who have accepted such Offer and Daytona shall then cease to be bound by acceptances delivered on or before the date on which such Offer lapses.
Each Offer will lapse, and will not proceed, if there is a Phase 2 CMA reference or if Phase 2 European Commission proceedings are initiated or if, following a referral of such Offer by the European Commission under Article 9(1) of the European Council Merger Regulation to a competent authority in the United Kingdom, there is a Phase 2 CMA reference, in any such case before 1.00 p.m. on the First Closing Date or the time and date at which such Offer becomes or is declared unconditional as to acceptances (whichever is the later).
Appendix II
Definitions
The following definitions apply throughout this announcement unless the context otherwise requires:
"A Shares" A ordinary shares of £0.001 each in the share capital of Daytona Holdco
"Act" the Companies Act 2006, as amended from time to time
"acting in concert" has the meaning set out in the Code
"Announcement Date"29 April 2016
"ANS" or "Company" ANS Group Limited, a private limited company registered in England and Wales with number 3176761
"ANS B Ordinary Shareholders" the holders of ANS B Ordinary Shares
"ANS B Ordinary Shares" B ordinary shares of 1 pence each in the share capital of ANS
"ANS C Ordinary Shareholders" the holders of ANS C Ordinary Shares
"ANS C Ordinary Shares" C ordinary shares of 1 pence each in the share capital of ANS
"ANS Directors" or "ANS Board" the board of directors of ANS
"ANS EBT" the Associated Network Solutions plc Employee Benefit Trust, as established by ANS on 13 July 2000
"ANS Group" or "Group" ANS and its subsidiary undertakings at the date of this announcement
"ANS Optionholders" the holders of options under the ANS Share Option Schemes
"ANS Ordinary Shareholders" the holders of ANS Ordinary Shares
"ANS Ordinary Shares" ordinary shares of 1 pence each in the share capital of ANS
"ANS Shares" all of the issued and fully paid (or credited as fully paid) ANS Ordinary Shares and ANS B Ordinary Shares as at the date of this announcement and any further such shares which are issued and fully paid (or credited as fully paid) before the time and date on which the Offers cease to be open for acceptance (or such earlier time and/or date as Daytona may, subject to the Code, decide), but excluding any such shares held or which become held in treasury
"ANS Shareholders" the holders of ANS Shares
"ANS Share Option Schemes" means the Associated Network Solutions plc Enterprise Management Incentive Plan 2004, the ANS Group plc 2011/12 EMI Share Option Scheme relating to ANS B Ordinary Shares and the ANS Group plc 2011/12 EMI Share Option Scheme relating to ANS Ordinary Shares
"Australia" the commonwealth of Australia, its states, possessions and territories and all areas subject to its jurisdiction or any political subdivision thereof
"Bidco Loan Notes" the Fixed Rate Long Term Loan Notes 2022 of Daytona constituted by the Bidco Loan Note Instrument, such loan notes being constituted and issued in denominations of £1.00 in principal amount
"Bidco Loan Note Instrument" means the loan note instrument executed by Daytona dated 29 April 2016
"B Ordinary Share Offer" the recommended cash offer with Securities Alternative made by Daytona to acquire all of the issued and to be issued ANS B Ordinary Shares on the terms and subject to the conditions set out in this announcement and the Yellow Form of Acceptance (including, where the context so requires, any subsequent waiver, revision, variation, extension or renewal thereof)
"B Shares" B ordinary shares of £0.001 each in the share capital of Daytona Holdco
"Ballard Evans" Ballard Evans Corporate Finance Limited, the independent financial adviser to Daytona in respect of the Offers
"C Shares" C ordinary shares of £0.001 each in the share capital of Daytona Holdco
"Canada" Canada, its possessions, provinces and territories and all areas subject to its jurisdiction or any political subdivision thereof
"City Code" or "Code" the City Code on Takeovers and Mergers (as amended or interpreted from time to time by the Panel)
"Conditions" the conditions to the implementation of the Offers set out in Section A of Appendix I to this announcement
"Daytona" Project Daytona Bidco Limited, a private limited company registered in England and Wales with number 10058919
"Daytona Directors" or Scott Fletcher, Paul Sweeney and Robert Nugent
"Daytona Board"
"Daytona Group" Daytona and Daytona Holdco
"Daytona Holdco" Project Daytona Limited, a private limited company registered in England and Wales with number 999671
"Daytona Holdco Directors" or Scott Fletcher, Paul Sweeney and Robert Nugent
"Daytona Holdco Board"
"Disclosed" (i) disclosed in the annual report and audited financial statements of ANS for the year ended 31 March 2015;
(ii) Publicly Announced; or
(iii) as otherwise fairly disclosed in writing by or on behalf of ANS to Daytona or Daytona Holdco in connection with the Offers prior to the date of this announcement
"Enlarged Group" Daytona Group and the ANS Group following the Offers becoming or being declared unconditional in all respects
"Enlarged Ordinary Share Capital" the issued ordinary share capital of ANS on a fully diluted basis, being 9,945,300 ANS Ordinary Shares calculated on the basis that:
(a) the number of issued ANS Ordinary Shares as at the date of this announcement is 9,827,156; and
(b) ANS Optionholders exercise options over 903,995 ANS Ordinary Shares resulting in the allotment and issue of 118,144 new ANS Ordinary Shares
"Enlarged B Ordinary Share Capital" the issued B ordinary share capital of ANS on a fully diluted basis, being 6,971,000 ANS B Ordinary Shares calculated on the basis that:
(a) the number of issued ANS B Ordinary Shares as at the date of this announcement is 3,820,000; and
(b) ANS Optionholders exercise options over 3,152,000 ANS B Ordinary Shares resulting in the allotment and issue of 3,152,500 new ANS B Ordinary Shares
"Existing Issued B Ordinary Share all of the ANS B Ordinary Shares in issue as at the date of this Capital" document
"Existing Issued Ordinary Share all of the ANS Ordinary Shares in issue as at the date of this Capital" document
"First Closing Date" 20 May 2016
"Forms of Acceptance" the White Form of Acceptance and the Yellow Form of Acceptance and references to "Form of Acceptance" shall be construed accordingly
"Independent Directors" Christopher Malthouse, David Hutton and Christopher Hodgson (being the ANS Directors other than Scott Fletcher, Paul Sweeney, Andrew Barrow, Paul Shannon and Robert Nugent)
"Independent Shareholders" the ANS Shareholders and holders of ANS C Ordinary Shares excluding Scott Fletcher, Jim Nominees Limited (as trustees of the Scott Fletcher SIPP), Lowry, Paul Sweeney, Jim Nominees Limited (as trustees of the Paul Sweeney SIPP), Robert Nugent, Paul Shannon, Andrew Barrow, Claire O'Mara, Laura Fletcher, Adelle Officer, Michelle Nock, Annette O'Toole, Andrew David O'Mara, Stephen Fletcher, Elaine Fletcher and Cheryl Wood
"irrevocable undertakings" the irrevocable undertakings given to Daytona by certain ANS Shareholders as described in paragraph 6 of this announcement
"Japan" Japan, its cities, protections, territories and possessions
"Latest Practicable Date"28 April 2016, being the latest practicable date prior to the publication of this announcement
"Loan Notes" the Fixed Rate Secured Long Term Loan Notes 2022 of Daytona Holdco constituted by the Loan Note Instrument, such loan notes being constituted and issued in denominations of £1.00 in principal amount
"Loan Note Instrument" means the loan note instrument executed by Daytona Holdco dated 29 April 2016
"Lowry" Lowry Trading Limited, a private limited company registered in England and Wales with number 6438997 and the shares in which are held by the trustees of the Scott Fletcher 2008 Discretionary Settlement
"Management Arrangements" the arrangements to subscribe for Loan Notes, A Shares, B Shares, C Shares and Preference Shares being made available to each of the Management Team as more particularly described in the Offer Document
"Management Team"Paul Sweeney, Andrew Barrow and Paul Shannon
"Muzinich" Muzinich UK Private Debt Sarl and Muzinich North West Private Debt Sarl
"Offer Document" the formal offer document to be sent to the ANS Shareholders detailing the terms and conditions of the Offers
"Offer Price" 380 pence per ANS Share
"Offers" the Ordinary Share Offer and the B Ordinary Share Offer
"Ordinary Share Offer" the recommended cash offer with Securities Alternative made by Daytona to acquire all of the issued and to be issued ANS Ordinary Shares on the terms and subject to the conditions set out in this announcement and the White Form of Acceptance (including, where the context so requires, any subsequent waiver, revision, variation, extension or renewal thereof)
"Overseas Shareholders" ANS Shareholders or ANS C Ordinary Shareholders (or nominees of or custodians or trustees for ANS Shareholders or ANS C Ordinary Shareholders) in, resident in or nationals or citizens of jurisdictions outside the United Kingdom
"Panel" the Panel on Takeovers and Mergers
"Paul Sweeney SIPP" means the self invested personal pension managed by Curtis Banks Limited on behalf of Paul Sweeney
"Peterhouse" Peterhouse Corporate Finance Limited, the independent financial adviser to ANS in respect of the Offers
"Preference Shares" preference shares of £1.00 each in the share capital of Daytona Holdco
"Publicly Announced" announced by ANS via a Regulatory Information Service
"Regulatory Information Services" has the meaning set out in the Code
"Relevant Authorisation" an authorisation, order, grant, recognition, confirmation, determination, consent, licence, clearance, permission, allowance or approval
"Relevant Authority" any government, government department or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body or authority, or any court or tribunal, in each case in any jurisdiction
"Relevant Instrument" any agreement, arrangement, licence, permit, lease or other instrument or obligation to which any member of the ANS Group is party or by or to which any such member or any of its assets is bound, entitled or subject
"Sale and Purchase Agreement" means the sale and purchase agreement entered into by Daytona and each ANS C Ordinary Shareholder dated 29 April 2016
"Scott Fletcher SIPP" means the self invested personal pension managed by Curtis Banks Limited on behalf of Scott Fletcher
"Securities Alternative" the arrangement pursuant to which ANS Shareholders (other than certain Overseas Shareholders) who validly accept the Ordinary Share Offer and/or the B Ordinary Share Offer may elect to receive cash, Bidco Loan Notes, C Shares, Preference Shares and Loan Notes in accordance with the terms and conditions set out in this announcement
"Securities Alternative Amount" means:
(a) in respect of any ANS Ordinary Shareholder who elects to accept the Securities Alternative, the total number of ANS Ordinary Shares held by that ANS Ordinary Shareholder multiplied by 380 pence; and
(b) in respect of any ANS B Ordinary Shareholder who elects to accept the Securities Alternative, the total number of ANS B Ordinary Shares held by that ANS B Ordinary Shareholder multiplied by 380 pence
"subsidiary" a subsidiary as defined in section 1159 of the Act
"subsidiary undertaking" a subsidiary undertaking as defined in section 1162 of the Act
"Subscription Agreement" means the subscription agreement entered into by Daytona Holdco, Scott Fletcher, Lowry and the Management Team dated 29 April 2016
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States" the United States of America, its territories and possessions, any state of the United States and the District of Columbia and all other areas subject to the jurisdiction of the United States of America
"White Form of Acceptance" the white form of acceptance and election enclosed with this announcement for use by holders of ANS Ordinary Shares in connection with the Ordinary Share Offer
"Written Resolution" the written resolution proposed by ANS, in accordance with the requirements of the Code, in order to approve the terms of the Management Arrangements
"Yellow Form of Acceptance" the yellow form of acceptance and election enclosed with this announcement for use by holders of ANS B Ordinary Shares in connection with the B Ordinary Share Offer
"£", "p", "pence" or "sterling" the lawful currency for the time being in the UK
In this announcement:
1 All references to legislation are to English legislation, unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.
2 The singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.
3 All times referred to are London time unless otherwise stated.