National Storage Mechanism | Additional information
RNS Number : 4615K
ContourGlobal PLC
21 December 2022
 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

21 December 2022

 

FOR IMMEDIATE RELEASE

 

 

 

CONTOURGLOBAL PLC

 

DE-LISTING AND CANCELLATION OF TRADING OF CONTOURGLOBAL PLC

SHARES

 

Further to the announcement made by ContourGlobal plc ("ContourGlobal") on 20 December 2022, ContourGlobal today announces that, following an application by ContourGlobal, the Financial Conduct Authority has cancelled the listing of ContourGlobal Shares on the premium listing segment of the Official List and the London Stock Exchange has cancelled the admission to trading of ContourGlobal Shares on the London Stock Exchange's main market for listed securities, in each case with effect from 8:00 a.m. (London time) today, 21 December 2022.

Capitalised terms used in this Announcement shall, unless otherwise defined, have the meanings given to them in the circular published on 13 June 2022 in relation to the recommended cash offer by Cretaceous Bidco Limited ("Bidco"), a newly formed company indirectly owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. ("KKR"), for the entire issued and to be issued ordinary share capital of ContourGlobal, to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme Document").

Full details of the Acquisition are set out in the Scheme Document published on 13 June 2022.

 

 

 

 



 

Enquiries:



ContourGlobal


Amanda Schreiber

+44 (0) 20 3626 9030

Goldman Sachs International (lead financial adviser
to ContourGlobal

 

Gonzalo Garcia

 

Nimesh Khiroya

 

Brian O'Keefe

 

Marco Messeri

 

+44 (0) 20 7774 1000



J.P Morgan Cazenove (sole financial adviser to Bidco)

 

Dwayne Lysaght

 

Matteo Malesani

 

Jonty Edwards

+44 (0) 20 7742 4000

 

Evercore Partners International LLP (financial adviser
and Rule 3 adviser to ContourGlobal)

 

Julian Oakley

Mark Connell

 

+44 (0) 20 7653 6000

Finsbury Glover Hering (PR adviser to Bidco and KKR)

 

Faeth Birch

 

Alastair Elwen

 

Sophia Johnston

 

+44 (0) 20 7251 3801

 

KKR-LON@fgh.com

Brunswick

 

Charles Pretzlik

 

William Medvei

 

Emily Trapnell

 

+44 (0) 20 7404 5959

Slaughter and May is acting as legal adviser to ContourGlobal in connection with the Acquisition.


Simpson Thacher & Bartlett LLP
is acting as legal adviser to Bidco in connection with the Acquisition.

 

 

 

 

 

 Important notice

 

This Announcement does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this Announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

This Announcement does not constitute a prospectus or prospectus-equivalent document.

 

Notices relating to Financial Advisers

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the UK, is acting exclusively for ContourGlobal and no one else in connection with the Acquisition and will not be responsible to anyone other than ContourGlobal for providing the protections afforded to clients of Goldman Sachs International or for providing advice in connection with the matters referred to in this Announcement. No representation or warranty, express or implied, is made by Goldman Sachs International as to the contents of this Announcement. Goldman Sachs International and/or its affiliates have provided and may provide further exchange rate risk management products to Reservoir Capital or any parties related to it in connection with the Acquisition for which they could receive payment(s), earn a profit and/or suffer or avoid a loss contingent on the closing of the Acquisition (and the quantum of such amounts may potentially be significantly in excess of the fees earned by the relevant adviser for its services provided to the Company in connection with the Acquisition).

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to ContourGlobal and no one else in connection with the Acquisition and will not be responsible to anyone other than ContourGlobal for providing the protections afforded to clients of ContourGlobal nor for providing advice in connection with the matters referred to herein. Neither ContourGlobal nor any of its subsidiaries, branches or 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 Evercore in connection with this Announcement, any statement contained herein, the Acquisition or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this Announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with ContourGlobal or the matters described in this Announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained therein.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, and which is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA, is acting as financial adviser exclusively for Bidco and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

No person has been authorised to give any information or make any representations other than those contained in this Announcement and, if given or made, such information or representations must not be relied upon as having been authorised by ContourGlobal, the ContourGlobal Directors, Bidco, the Bidco Directors or by Goldman Sachs International, Evercore, J.P. Morgan Cazenove or any other person involved in the Acquisition. Neither the delivery of this Announcement nor holding the Meetings, the Scheme Court Hearing, or filing the Court Order shall, under any circumstances, create any implication that there has been no change in the affairs of the ContourGlobal Group or the Bidco Group since the date of this Announcement or that the information in, or incorporated into, this Announcement is correct as at any time subsequent to its date.

 

Overseas Jurisdictions

 

This Announcement has been prepared for the purposes of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements of their jurisdictions.

 

General

 

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

 

 

 

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