DGAP-Adhoc: Williams Grand Prix Holdings PLC: Commencement of Strategic Review and Formal Sale Process

DGAP-Ad-hoc: Williams Grand Prix Holdings PLC / Key word(s): 
Statement/Miscellaneous 
Williams Grand Prix Holdings PLC: Commencement of Strategic Review and 
Formal Sale Process 
 
29-May-2020 / 08:51 CET/CEST 
Disclosure of an inside information acc. to Article 17 MAR of the Regulation 
(EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG. 
The issuer is solely responsible for the content of this announcement. 
 
*NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY 
OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A 
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.* 
 
*THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE 
ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE" OR "CODE") AND DOES NOT 
CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 
2.7 OF THE TAKEOVER CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE 
MADE NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.* 
 
*The information contained within this announcement is deemed by the Company 
to constitute inside information as stipulated under the Market Abuse 
Regulation (EU) No. 596/2014 ("MAR"). With the publication of this 
announcement via a Regulatory Information Service, this inside information 
is now considered to be in the public domain.* 
 
29 May 2020 
 
*Williams Grand Prix Holdings PLC ("Williams", "WGPH", the "Company" or the 
"Group")* 
 
*Commencement of Strategic Review and Formal Sale Process* 
 
The Board of Williams is currently undertaking a review of all the various 
strategic options available for the Company. Options being considered 
include, but are not limited to, raising new capital for the business, a 
divestment of a minority stake in WGPH, or a divestment of a majority stake 
in WGPH including a potential sale of the whole Company. Whilst no decisions 
have been made regarding the optimal outcome yet, to facilitate discussions 
with interested parties, the Board of the Company resolved today the 
commencement of a "formal sale process" (as referred to in Note 2 on Rule 
2.6 of the Takeover Code). 
 
The WGPH board has appointed Allen & Co. and Lazard as joint financial 
advisers to assist with the strategic review and formal sale process. 
Parties with a potential interest in Williams should contact Allen & Co. or 
Lazard at the contact details set out below. 
 
Any interested party participating in the formal sale process will be 
required to enter into a non-disclosure agreement with WGPH on terms 
satisfactory to the WGPH board. The Company then intends to provide such 
interested parties with certain information on the business, following which 
interested parties will be invited to submit their proposals. 
 
The Panel on Takeovers and Mergers has agreed that any discussions with 
third parties may be conducted within the context of a formal sale process. 
Accordingly it has granted a dispensation from the requirements of Rules 
2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any party 
participating in the formal sale process will not be required to be publicly 
identified under Rules 2.4(a) or (b) and will not be subject to the 28 day 
deadline referred to in Rule 2.6(a) of the Takeover Code for so long as it 
is participating in the formal sale process. 
 
The Company is not in receipt of any approaches at the time of this 
announcement and confirms that it is in preliminary discussions with a small 
number of parties regarding a potential investment in the Company. There can 
be no certainty that an offer will be made, nor as to the terms on which any 
offer will be made. The WGPH board reserves the right to alter or terminate 
the process at any time and if it does so it will make an announcement as 
appropriate. The WGPH board also reserves the right to reject any approach 
or terminate discussions with any interested party at any time. 
 
Following this announcement, the Company is now considered to be in an 
"offer period" as defined in the Takeover Code, and the dealing disclosure 
requirements summarised below will apply. Further announcements regarding 
timings and procedures for the formal sale process will be made as 
appropriate. 
 
For further information please contact the following: 
 
*Williams Grand Prix Holdings PLC*   *Tel: [phone]* 
Tim Hunt 
 
*Allen & Company LLC (Joint          *Tel: [phone]* 
Financial Adviser)* 
Paul Gould                           [e-mail] 
Georg Schloendorff 
 
*Lazard & Co., Limited (Joint        *Tel: [phone]* 
Financial Adviser)* 
Richard Shaw 
Matthew Knott 
 
*Important Notices* 
 
*Notes relating to the Joint Financial Advisers* 
 
Allen & Company LLC, which is registered with and licensed as a 
broker-dealer by the United Stated Securities and Exchange Commission and 
incorporated in the state of New York, is acting as financial adviser to 
Williams Grand Prix Holdings PLC and no one else in connection with the 
matters described in this announcement and will not be responsible to anyone 
other than Williams Grand Prix Holdings PLC for providing the protections 
afforded to clients of Allen & Company LLC nor for providing advice in 
relation to the matters described or referred to in this announcement. 
Neither Allen & Company LLC 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 Allen & Company LLC in connection with this announcement, 
any statement contained herein or the matters described or referred to in 
this announcement or otherwise. 
 
Lazard & Co., Limited, which is authorised and regulated in the United 
Kingdom by the Financial Conduct Authority_,_ is acting as financial adviser 
to Williams Grand Prix Holdings PLC and no one else in connection with the 
matters described in this announcement and will not be responsible to anyone 
other than Williams Grand Prix Holdings PLC for providing the protections 
afforded to clients of Lazard & Co., Limited nor for providing advice in 
relation to the matters described or referred to in this announcement. 
Neither Lazard & Co., 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 Lazard & Co., Limited in connection with this 
announcement, any statement contained herein or the matters described or 
referred to in this announcement or otherwise. 
 
*Forward looking statements* 
 
This announcement (including information incorporated by reference in this 
announcement), oral statements made regarding the formal sale process, and 
other information published by the Company may contain statements about the 
Company that are or may be deemed to be forward looking statements. Such 
statements are prospective in nature. All statements other than historical 
statements of facts may be forward looking statements. Without limitation, 
statements containing the words "targets", "plans", "believes", "expects", 
"aims", "intends", "will", "may", "anticipates", "estimates", "projects" or 
"considers" or other similar words may be forward looking statements. 
 
Forward looking statements inherently contain risks and uncertainties as 
they relate to events or circumstances in the future. Important factors such 
as business or economic cycles, the terms and conditions of the Company's 
financing arrangements, tax rates, or increased competition may cause the 
Company's actual financial results, performance or achievements to differ 
materially from any forward looking statements. Due to such uncertainties 
and risks, readers are cautioned not to place undue reliance on such forward 
looking statements, which speak only as of the date hereof. The Company 
disclaims any obligation to update any forward looking or other statements 
contained herein, except as required by applicable law. 
 
*Disclosure requirements of the Code* 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of 
any class of relevant securities of an offeree company or of any securities 
exchange offeror (being any offeror other than an offeror in respect of 
which it has been announced that its offer is, or is likely to be, solely in 
cash) must make an Opening Position Disclosure following the commencement of 
the offer period and, if later, following the announcement in which any 
securities exchange offeror is first identified. An Opening Position 
Disclosure must contain details of the person's interests and short 
positions in, and rights to subscribe for, any relevant securities of each 
of (i) the offeree company and (ii) any securities exchange offeror(s). An 
Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code 
applies must be made by no later than 3.30 pm (London time) on the 10th 
business day following the commencement of the offer period and, if 
appropriate, by no later than 3.30 pm (London time) on the 10th business day 
following the announcement in which any securities exchange offeror is first 
identified. Relevant persons who deal in the relevant securities of the 
offeree company or of a securities exchange offeror prior to the deadline 
for making an Opening Position Disclosure must instead make a Dealing 
Disclosure. 
 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 
1% or more of any class of relevant securities of the offeree company or of 
any securities exchange offeror must make a Dealing Disclosure if the person 
deals in any relevant securities of the offeree company or of any securities 
exchange offeror. A Dealing Disclosure must contain details of the dealing 
concerned and of the person's interests and short positions in, and rights 
to subscribe for, any relevant securities of each of (i) the offeree company 
and (ii) any securities exchange offeror(s), 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) of the Code applies must be made by no later 
than 3.30 pm (London time) on the business day following the date of the 
relevant dealing. 
 
If two or more persons act together pursuant to an agreement or 
understanding, whether formal or informal, to acquire or control an interest 
in relevant securities of an offeree company or a securities exchange 
offeror, they will be deemed to be a single person for the purpose of Rule 
8.3 of the Code. 
 
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 of the Code). 
 
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. You should contact the Panel's Market Surveillance 
Unit on [phone] if you are in any doubt as to whether you are 
required to make an Opening Position Disclosure or a Dealing Disclosure. 
 
*Rule 2.9 disclosure* 
 
In accordance with Rule 2.9 of the Takeover Code, the Company confirms that 
it has 10,000,000 ordinary shares of 5p each in issue ("Ordinary Shares"). 
The International Securities Identification Number (ISIN) reference for 
these securities is DE000A1H6VM4. The Company does not hold any Ordinary 
Shares in treasury. 
 
*Publication on Website* 
 
In accordance with Rule 26.1 of the Code, a copy of this announcement will 
be available, subject to certain restrictions relating to persons resident 
in restricted jurisdictions, on the Company's website at 
https://group.williamsf1.com/corporate/investors/strategicreview [1] as soon 
as possible and in any event no later than 12.00 noon (London time) on 1 
June 2020 (being the business day following the date of this announcement). 
The person responsible for arranging for the release of this announcement on 
behalf of the Company is Mark Biddle, General Counsel and Company Secretary. 
The content of the website referred to in this announcement is not 
incorporated into and does not form part of this announcement. 
 
This announcement is for information purposes only and is not intended to, 
and does not, constitute or form part of any offer, invitation or the 
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell 
or otherwise dispose of, any securities or the solicitation of any vote in 
any jurisdiction whether pursuant to this announcement or otherwise. The 
distribution of this announcement in jurisdictions outside the United 
Kingdom may be restricted by law and therefore persons into whose possession 
this announcement comes should inform themselves about, and observe such 
restrictions. Any failure to comply with the restrictions may constitute a 
violation of the securities law of any such jurisdiction. 
 
*The securities of the offeree company have not and will not be registered 
under the Securities Act of 1933, as amended, or any U.S. state or 
jurisdiction securities laws, and cannot be offered or sold in the U.S. or 
to a U.S. person without registration or an applicable exemption from 
registration.* 
 
Legal Entity Identifier: 213800AFJXFAVYBTE915 
 
*END* 
 
Contact: 
Mark Biddle 
General Counsel 
[e-mail] 
 
29-May-2020 CET/CEST The DGAP Distribution Services include Regulatory 
Announcements, Financial/Corporate News and Press Releases. 
Archive at www.dgap.de 
Language:    English 
Company:     Williams Grand Prix Holdings PLC 
             Grove, Wantage 
             OX12 0DQ Oxfordshire 
             United Kingdom 
Phone:       [phone] 
Fax:         [phone] 
E-mail:      [e-mail] 
Internet:    http://www.williamsf1.com 
ISIN:        DE000A1H6VM4 
WKN:         A1H6VM 
Listed:      Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt 
             (Scale), Hamburg, Munich, Stuttgart, Tradegate Exchange 
EQS News ID: 1058509 
 
End of Announcement DGAP News Service 
 
1058509 29-May-2020 CET/CEST 
 
 
1: https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=92741676bd834fbe78e45b86421f21b6&application_id=1058509&site_id=vwd&application_name=news 
 

(END) Dow Jones Newswires

May 29, 2020 02:51 ET (06:51 GMT)