Information about the recommended cash offer for Circle Holdings plc
Circle Holdings plc has announced a recommended cash offer from DMWSL 849 Limited (“BIDCO”).
Offer for Circle Holdings PLC by DMWSL 849 Limited
THIS PART OF THE WEBSITE RELATES TO THE RECOMMENDED ALL CASH OFFER TO BE MADE BY DMWSL 849 LIMITED ("BIDCO") FOR ALL OF THE ISSUED AND TO BE ISSUED SHARE CAPITAL OF CIRCLE HOLDINGS PLC ("CIRCLE") NOT ALREADY OWNED, OR AGREED TO BE ACQUIRED, BY BIDCO (THE "OFFER").
YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT TOSCAFUND ASSET MANAGEMENT LLP ("TOSCAFUND") HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION BY TOSCAFUND AND/OR CIRCLE AND/OR BIDCO AND/OR PENTA CAPITAL LLP ("PENTA") IN CONNECTION WITH THE OFFER IN COMPLIANCE WITH THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS WHERE THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION MAY RESULT IN A SIGNIFICANT RISK OF CIVIL, REGULATORY OR CRIMINAL EXPOSURE IF INFORMATION OR DOCUMENTATION CONCERNING THE OFFER IS SENT, PUBLISHED OR MADE AVAILABLE IN THAT JURISDICTION ("RESTRICTED JURISDICTION"). THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A RESTRICTED JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH TOSCAFUND AND/OR CIRCLE AND/OR BIDCO AND/OR PENTA REGARDS AS UNDULY ONEROUS.
PLEASE READ THE FOLLOWING DISCLAIMER, AND SIGNIFY YOUR APPROVAL OR DISAPPROVAL BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. INFORMATION RELATING TO THE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
If you would like to view this area of the website, please read this notice carefully; it applies to all persons who view this part of the website and, depending upon who you are and where you are located, it may affect your rights or responsibilities. This part of the website contains information relating to the Offer. Please note that, as the Offer progresses, the information contained on this part of the website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the website. The contents of this area of the website may be amended at any time in whole or in part at the sole discretion of Toscafund.
For regulatory reasons, Toscafund must ensure that persons seeking to access this part of the website are made aware of the appropriate regulations for the country which they are in. In order to view information relating to the Offer on this part of the website, you must read the following and then press "I agree" to confirm that you have read and understood this disclaimer. If you are unable to confirm that you have read and understood this disclaimer, you should press "I disagree" and you will not be able to view any such information.
The release, publication or distribution of the information contained in this part of the website, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom or Jersey may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or Jersey should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. If you are not permitted to view the information contained in this part of the website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the "I disagree" box below.
In particular, copies of announcements and any formal documentation relating to the Offer contained in this area of the website are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
The receipt of cash pursuant to the Offer by Circle shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Circle shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Offer.
The information contained in this part of the website has been prepared for the purpose of complying with English law and Jersey law and the Code and the information disclosed may not be the same as that which would have been disclosed if the information contained in this part of the website had been prepared in accordance with the laws of jurisdictions outside of England and Wales or Jersey.
The Offer will be made for securities in a company incorporated under the laws of Jersey and Circle shareholders in the United States should be aware that the contents of this website, any announcements and other documents relating to the Offer have been, or will be, prepared in accordance with the Code and UK and Jersey disclosure requirements, format and style, all of which differ from those in the United States. All financial information that is contained in this area of the website or that may be included or referred to in any documents relating to the Offer, have been, or will be, prepared in accordance with International Financial Reporting Standards adopted by the European Union and therefore may not be comparable to financial statements of US companies or companies whose financial statements are prepared in accordance with US GAAP.
The Offer, if required to be made, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the Code, the Takeover Panel and the London Stock Exchange. Accordingly, the Offer will be 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. In the United States, the Offer will be made solely by Bidco and not by its financial adviser.
Circle is a company incorporated under the laws of Jersey and Bidco is a company incorporated under the laws of England and Wales. All of the assets of Circle and its subsidiary and associated undertakings (as such terms are defined in the Companies (Jersey) Law 1991) (the "Circle Group") and Bidco and its subsidiary and associated undertakings (as such terms are defined in the UK Companies Act 2006) (the "Bidco Group") are located outside of the United States. As a result, it may not be possible for Circle shareholders in the United States to effect service of process within the United States upon any member of the [Passenger] Group or any member of the Bidco Group or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue any member of the Circle Group or any member of the Bidco Group or their respective officers or directors in a non-US court for violations of the US securities laws. There is also a substantial doubt as to enforceability in the United Kingdom or in Jersey in original actions, or in actions for the enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws.
The information relating to the Offer that can be accessed via this part of the website is being made available in good faith and for information purposes only and is subject to these terms and conditions. Any person seeking access to this part of the website represents and warrants to Toscafund that they are doing so legally and for information purposes only. Making information relating to the Offer available in electronic format on this part of the website is not intended to, and does not constitute, or form part of, an offer or invitation or the solicitation of any offer to sell or purchase any securities or security pursuant to the Offer or otherwise. The Offer will be made solely by means of an offer document and, in respect of [Passenger] shares held in certificated form, the form of acceptance which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents. The information contained in this website does not constitute a prospectus or prospectus equivalent document.
If you are in doubt about the contents of this area of the website or the action you should take, you should seek advice from an independent financial adviser authorised and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser as to the suitability of any action. If you are a Circle shareholder you should take no action based on the information available on this part of the website. Any action required by [Passenger] shareholders in connection with the Offer will only be set out in documents sent to or made available to Circle shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
The information contained in this part of the website is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Toscafund or Circle or Bidco or Penta.
Whitman Howard Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Bidco and Tosca Penta and for no-one else in connection with the Offer and will not regard any other person as its client in relation to the matters referred to in the Offer and will not be responsible to anyone other than Bidco and Tosca Penta for providing the protections afforded to clients of Whitman Howard Limited, nor for providing advice in relation to the Offer or any other matter or arrangement referred to herein.
Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Passenger and for no-one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than Passenger for providing the protections afforded to clients of Numis Securities Limited nor for providing advice in relation to the Offer or any other matter or arrangement referred to herein.
The Offer is not an offer of securities for sale in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer is unlawful.
Certain of the documents contained in this part of the website may contain certain forward-looking statements. These statements are based on the current expectations of Bidco, Toscafund, Penta and/or Circle (as the case may be) and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may include statements about the expected effects on Bidco, and/or Toscafund and/or Penta and/or Circle of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in documents contained this part of the website other than historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "budget", "schedule", "forecast", "project", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "subject to", or other words of similar meaning. By their nature, forward-looking statements involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in documents contained in this part of the website could cause actual results, outcomes and developments to differ materially from those expressed in or implied by such forward-looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, none of Toscafund, Bidco, or Penta or [Passenger] can give any assurance, representation or guarantee that such expectations will prove to have been correct and such forward-looking statements should be construed in light of such factors and you are therefore cautioned not to place reliance on these forward-looking statements which speak only as at the date of the relevant document.
None of Toscafund, Bidco, Penta or Circle assumes any obligation to update or correct the information contained in the relevant document (whether as a result of new information, future events or otherwise), except as required by applicable law or regulations.
No statement in this part of the website or the information contained herein is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance of Toscafund or Circle or Bidco or Penta and no statement in this part of the website or the information contained herein should be interpreted to mean that earnings or earnings per share of those entities (where relevant) for the current or future financial periods would necessarily match or exceed the historical published earnings or earnings per share of those entities (where relevant).
In relation to any document, announcement or information contained in this part of the website, the only responsibility accepted by the members of Toscafund is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Documents and announcements included in this part of the website speak only at the specified date of the relevant document or announcement. Subject to any continuing obligations under applicable law or the Code or any other relevant rules or regulations, Toscafund expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this part of the website, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
None of the members of Toscafund or its affiliated companies have reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THIS PART OF THE WEBSITE MAY NOT BE COPIED BY, DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH TOSCAFUND AND/OR CIRCLE AND/OR BIDCO AND/OR PENTA REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF THE WEBSITE REPRESENTS AND WARRANTS TO TOSCAFUND THAT THEY (1) ARE NOT LOCATED OR RESIDENT IN A RESTRICTED JURISDICTION AND (2) ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.
This notice shall be governed by, and interpreted in accordance with, English law.
I have read and understood the disclaimer set out above and I agree to be bound by its terms. I undertake, represent and warrant to Toscafund that I intend to access this part of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities. I confirm that I am permitted to proceed to this part of the website and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this part of the website or parts thereof illegal.
I agree that I will not copy, forward, transmit, transfer, distribute (by any means including by electronic transmission) any documents included in this part of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
Circle Holdings plc has announced a recommended cash offer from DMWSL 849 Limited (“BIDCO”).
|A copy of the 2.7 announcement can be downloaded here.|
|Offer declared unconditional in all respects and extension of the Offer|
|1. Irrevocable Undertakings:|
|i. Circle Partnership Benefit Trust|
|iv. Richard Griffiths|
|v. A Shilston|
|vi. L Baldry|
|vii. M Keyvan-Fouladi|
|viii. M Kirkwood|
|ix. P Pieri|
|2. BIDCO Rollover Loan Note Instrument|
|3. BIDCO Subscription Loan Note Instrument|
|4. BIDCO Exchange Agreement|
|5. BIDCO Subscription Agreement|
|6. Circle/Penta/Tosca non-disclosure agreement|
|7. Offer Document|
|8. Form of Acceptance|
|9. Bidco Memorandum|
|10. Bidco Articles of association|
|11. Circle Memorandum and articles of association|
|12. Circle Trust Loan Agreement|
|13. Circle Trust Relationship Agreement|
|14. Whitman Howard letters of consent|
|15. Numis letters of consent|
|16. Rule 2.11 employee communication|
|17. A copy of the 2.7 announcement with a covering letter to shareholders|