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RNS Number : 6206F
Stobart Group Limited
18 June 2012
 



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

18 June 2012

RECOMMENDED CASH OFFER

for

AUTOLOGIC HOLDINGS PLC

by

STOBART HOLDINGS LIMITED

(a wholly owned subsidiary of Stobart Group Limited)

TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006

Summary

Stobart Group Limited ("Stobart") and Autologic Holdings plc ("Autologic") are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which Stobart Holdings Limited ("Stobart Holdings"), a wholly owned subsidiary of Stobart, will acquire the entire issued and to be issued ordinary share capital of Autologic. It is intended that the Offer will be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. Unless otherwise defined, all capitalised terms shall have the meaning ascribed to them in Appendix IV of this announcement.

Under the terms of the Offer, Scheme Shareholders will be entitled to receive 20 pence in cash for each Autologic Share held, representing a premium of approximately:

- 73.9 per cent. to the Closing Price of 11.5 pence per Autologic Share on 23 May 2012 (being the last Business Day prior to the commencement of the Offer Period); and

- 56.8 per cent. to the average Closing Price of 12.8 pence per Autologic Share for the three month period up to and including 23 May 2012 (being the last Business Day prior to the commencement of the Offer Period); and

- 18.0 per cent. to the average Closing Price of 16.9 pence per Autologic Share for the twelve month period up to and including 23 May 2012 (being the last Business Day prior to the commencement of the Offer Period).

- The Offer values the entire issued and to be issued ordinary share capital of Autologic at approximately £12.4 million. The Offer price of 20 pence per Autologic Share is final and will not be increased. Stobart reserves its right to increase the Offer if a third party announces a possible offer or offer for Autologic.

The Acquisition will be funded using Stobart's existing cash resources.

It is intended that the Acquisition will be effected by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.  The Scheme will require the approval of Scheme Shareholders and the sanction of the Court.  Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether they attend or vote at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour).  Stobart reserves the right, with the consent of the Panel, to effect the Acquisition by way of a Takeover Offer under certain circumstances.

The Autologic Directors, who have been so advised by Kinmont (as Autologic's financial adviser), consider the terms of the Offer to be fair and reasonable. In providing advice to the Autologic Directors, Kinmont have taken into account the commercial assessments of the Autologic Directors.

Accordingly, the Autologic Directors have agreed to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting.

Stobart has received irrevocable undertakings from Artemis Investment Management LLP and Schroder Investment Management Limited and an undertaking from Invesco Asset Management Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 31,718,005 Autologic Shares, representing approximately 51.0 per cent of the ordinary share capital of Autologic in issue on 15 June 2012 (being the latest practicable date prior to this announcement).

Stobart has obtained a letter of intent from Henderson Global Investors Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of an aggregate total of 6,434,950 Autologic Shares representing, in aggregate, approximately 10.3 per cent. of the ordinary share capital of Autologic in issue on 15 June 2012 (being the latest practicable date prior to this announcement).

In aggregate, therefore, irrevocable undertakings, undertakings and letters of intent to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting have been received in respect of a total of 38,152,955 Autologic Shares, representing approximately 61.3 per cent. of the ordinary share capital of Autologic. Further details of these irrevocable undertakings, undertakings and letters of intent are set out in Appendix III to this announcement.

The Stobart Directors believe that, in order to maximise its future potential, Autologic would benefit from being part of the Stobart Group. In particular, the Stobart Directors believe that Autologic would benefit from Stobart's buying power in relation to new vehicles, maintenance, tyre and parts supplies and insurance. In addition, the Stobart Directors believe that there are opportunities for Autologic to expand further into the European market, where the Stobart Group has a growing presence.

The Stobart Directors also believe that there are a number of strategic opportunities that would arise following the Acquisition. The car transportation sector suffers from significant levels of one-way traffic flow of cars from the main ports to dealerships, with resultant empty running on the return leg. The Stobart Directors believe that the ability of Autologic to use the Stobart Rail infrastructure would reduce the level of "empty running" and derive key operating and environmental benefits as a result. In addition, Autologic should be able to benefit from the Stobart Group's significant storage sites both in terms of car storage and also overnight truck parking.

The Stobart Directors believe that Autologic is a compelling strategic fit with Stobart and enables Stobart and its brand to enter the car transportation and vehicle services markets with immediate critical mass.

The Acquisition will be subject, inter alia, to the satisfaction or waiver of the Conditions set out in Appendix I to this announcement. Further details of the Scheme will be set out in the Scheme Document which will be sent out to Autologic Shareholders as soon as is reasonably practicable and in any event within 28 days of this announcement. 

Commenting on the Offer, Avril Palmer-Baunack, Chief Executive of Autologic, said:

"The combination of Stobart and Autologic will further strengthen Autologic's market-leading position in the automotive marketplace. It will enable us to provide new, flexible and innovative solutions to our customer base, whilst also giving us the opportunity to improve competitiveness as a result of being part of a bigger business."

Commenting on the Offer, Andrew Tinkler, CEO of Stobart, said:

"Autologic is an excellent fit with our group strategy to expand into complementary service offerings and it will facilitate our entry into the auto-logistics market in a leading position. We expect to be able to drive substantial synergies and efficiencies from improved fleet utilisation, vehicle buying and maintenance, which will benefit our customers and drive value for our shareholders. We also see opportunities to expand Autologic's presence in Europe where we have a growing presence."

Cenkos is acting as sole financial adviser and broker to Stobart. Kinmont is acting as sole financial adviser to Autologic. Canaccord is acting as nominated adviser and broker to Autologic.

Enquiries:

Stobart Group Limited and Stobart Holdings Limited                         

Andrew Tinkler, Chief Executive Officer                                        Tel: +44 (0) 192 560 5400

Ben Whawell, Chief Financial Officer                                                                   

 

Cenkos Securities plc

(Financial Adviser and Broker to Stobart)

Stephen Keys                                                                            Tel: +44 (0) 207 397 8926

Adrian Hargrave

           

Autologic Holdings plc

Avril Palmer-Baunack, Chief Executive Officer                               Tel: +44 (0) 160 466 4458

Andrew Somerville, Group Finance Director

 

Kinmont

(Financial Adviser to Autologic)

James Local                                                                              Tel: +44 207 087 9100

           

Canaccord Genuity Limited

(Nominated Adviser and Broker to Autologic)

Bruce Garrow                                                                            Tel: +44 207 7523 8000

Ross Allister

 

i-nfluence                                                                                Tel: +44 20 7287 9610

Stuart Dyble/James Andrew

 

Square1 Consulting                                                                

(Public Relations Adviser to Stobart)

David Bick/Mark Longson                                                           Tel: +44 20 7929 5599

                       

Biddicks Financial Public Relations

(Public Relations Adviser to Autologic)   

Katie Tzouliadis                                                                         Tel: +44 (0) 203 178 6378









This summary should be read in conjunction with the full text of this announcement. The Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement, Appendix III contains a summary of the irrevocable undertakings, undertakings and letters of intent currently received and Appendix IV contains definitions of certain expressions used in this summary and in this announcement.

In relation to the Offer, Cenkos, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Stobart and for no-one else and will not be responsible to any person other than Stobart for providing the protections afforded to clients of Cenkos, nor for providing advice in relation to the potential offer or any other matters referred to herein.

Kinmont, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autologic and for no-one else in connection with the potential offer and will not be responsible to any person other than Autologic for providing the protections afforded to clients of Kinmont, nor for providing advice in relation to the potential offer or any other matters referred to herein.

Canaccord, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autologic and for no-one else in connection with the potential offer and will not be responsible to any person other than Autologic for providing the protections afforded to clients of Canaccord, nor for providing advice in relation to the potential offer or any other matters referred to herein.

You may request a hard copy of this announcement by contacting David Harris, Group Financial Controller, Autologic Holdings plc, Boundary Way, Lufton, Yeovil, Somerset, BA22 8HZ or by telephoning 01604 664400 (for UK callers) and +44 1604 664400 (for overseas callers). You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document and the accompanying Forms of Proxy, which will together contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Autologic will prepare the Scheme Document to be distributed to Scheme Shareholders. Autologic and Stobart urge Scheme Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Offer.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Stobart or required by the City Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Scheme Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Forward-looking Statements

This announcement contains statements about Stobart and Autologic that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" , "should" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenue, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Stobart's or Autologic's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Stobart's or Autologic's business.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions.  These forward-looking statements are not guarantees of future financial performance.

There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, and readers are therefore cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. These factors include, but are not limited to, regulatory approvals that may require acceptance of conditions with potential adverse impacts; risk involving Stobart's ability to realise expected benefits associated with the Offer; the impact of legal or other proceedings; continued growth in the market for Stobart's and Autologic's services and general economic conditions. Furthermore, a review of the reasons why actual results and developments may differ materially from the expectations disclosed or implied within forward-looking statements can be found by referring to the information contained under the heading "Risk Management" in Stobart's Annual Report for the year ended 29 February 2012 which can be found on Stobart's website (www.stobartgroup.co.uk) and by referring to the information contained under the heading "Principal Risks and Uncertainties" in Autologic's Annual Report for the year ended 31 December 2011 which can be found on Autologic's website (www.autologic.co.uk/annual-reports/2011.pdf).

Stobart and Autologic expressly disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

Disclosure Requirements of the City 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. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London 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. (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 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 Panel's website at http://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.

Information relating to Autologic Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Autologic Shareholders, persons with information rights and other relevant persons for the receipt of communications from Autologic may be provided to Stobart during the Offer Period as requested under Section 4 of Appendix 4 of the City Code to comply with Rule 2.12(c).

Publication on Website

A copy of this announcement will be made available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on www.stobartgroup.co.uk and www.autologic.co.uk by no later than noon (London time) on the day following this announcement.

Rule 2.10 Requirement

In accordance with Rule 2.10 of the City Code, Autologic announces that it has in issue 62,238,953 ordinary shares of 0.1 pence each. These shares are traded on the AIM market of the London Stock Exchange.  The International Securities Identification Number ("ISIN") of the ordinary shares is GB0002192374.



 

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

18 June 2012

RECOMMENDED CASH OFFER

for

AUTOLOGIC HOLDINGS PLC

by

STOBART HOLDINGS LIMITED

(a wholly owned subsidiary of Stobart Group Limited)

TO BE EFFECTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006

1. Introduction

Stobart Group Limited ("Stobart") and Autologic Holdings plc ("Autologic") are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which Stobart Holdings Limited ("Stobart Holdings"), a wholly owned subsidiary of Stobart, will acquire the entire issued and to be issued ordinary share capital of Autologic. It is intended that the Offer will be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

2. The Offer

Under the terms of the Offer, which will be subject to the applicable Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, Scheme Shareholderswill be entitled to receive:

20 pence in cash for each Autologic Share ("Offer Price")

The Offer values the entire existing issued ordinary share capital of Autologic at approximately £12.4  million and represents a premium of approximately:

- 73.9 per cent. to the Closing Price of 11.5 pence per Autologic Share on 23 May 2012 (being the last Business Day prior to the commencement of the Offer Period);

- 56.8 per cent. to the average Closing Price of 12.8 pence per Autologic Share for the three month period up to and including 23 May 2012 (being the last Business Day prior to the commencement of the Offer Period); and

- 18.0 per cent. to the average Closing Price of 16.9 pence per Autologic Share for the twelve month period up to and including 23 May 2012 (being the last Business Day prior to the commencement of the Offer Period).

The Offer Price is final and will not be increased. Stobart reserves its right to increase the Offer if a third party announces a possible offer or offer for Autologic.

The Offer Price is offered on the basis that AutologicShareholders will not receive any further dividends.  If a dividend on Autologic Shares is declared or is otherwise payable before the Acquisition is completed the Offer Price shall be reduced by the amount of that dividend.  

3. Background to and reasons for the Offer

Stobart is confident in the overall prospects for Autologic's operating business but believes that, in order to maximise its future potential, Autologic would benefit from being part of the Stobart Group. In particular, the Stobart Directors believe that Autologic would benefit from Stobart's buying power in relation to new vehicles, maintenance, tyre and parts supplies and insurance. In addition, the Stobart Directors believe that there are opportunities for Autologic to expand further into the European market, where the Stobart Group has a growing presence.

The Stobart Directors also believe that there are a number of strategic opportunities that would arise following the Acquisition. The car transportation sector suffers from significant levels of one-way traffic flow of cars from the main ports to dealerships, with resultant empty running on the return leg. The Stobart Directors believe that the ability of Autologic to use the Stobart Rail infrastructure would reduce the level of "empty running" and derive key operating and environmental benefits as a result. In addition, Autologic should be able to benefit from the Stobart Group's significant storage sites both in terms of car storage and also overnight truck parking.

In summary, the Stobart Directors believe that Autologic is a compelling strategic fit with Stobart and enables Stobart and its brand to enter the car transportation market with immediate critical mass.

4. Recommendation

The Autologic Directors, who have been so advised by Kinmont as sole financial adviser to Autologic, consider the terms of the Offer to be fair and reasonable. In providing advice to the Autologic Directors, Kinmont has taken into account the commercial assessments of the Autologic Directors. Accordingly, the Autologic Directors have agreed to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting.

5. Irrevocable undertakings, undertakings and letters of intent

Stobart has received irrevocable undertakings from Artemis Investment Management LLP and Schroder Investment Management Limited, an undertaking from Invesco Asset Management Limited and a letter of intent from Henderson Global Investors Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 38,152,955 Autologic Shares, representing approximately 61.3 per cent. of the ordinary share capital of Autologic in issue on 15 June 2012 (being the latest practicable date prior to this announcement). Further details of these irrevocable undertakings, undertakings and letters of intent (including the circumstances in which they will fall away) are set out in Appendix III to this announcement.

6. Background to and reasons for the recommendation

In the twelve months from 24 May 2011 to 23 May 2012 Autologic saw a share price decline of approximately 47.7 per cent.

Management has been faced with the difficulties of being a small company in transport and motor industry terms and raising capital to grow against a background of a weak share price and limited investor interest in supporting equity issues.

On 23 May 2012 Autologic received a formal approach from Stobart and the Autologic Directors determined that it was right in principle to consider a sale of Autologic and to consult shareholders on the approach.

The Autologic Directors received feedback from its major shareholders that a sale of Autologic was in the circumstances a sensible course to pursue.

On 14 June 2012, Stobart confirmed at a meeting of the Stobart Directors, subject to certain diligence being completed, a cash offer of 20 pence per Autologic Share. In the circumstances the Directors determined that the sale of Autologic was the appropriate course of action.

The Autologic Directors, who have been so advised by Kinmont, consider the terms of the Offer to be fair and reasonable. In providing their advice, Kinmont have taken into account the commercial assessment of the Autologic Directors. Accordingly, the Autologic Directors will unanimously recommend to Autologic Shareholders to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting.

7. Information on Stobart and Stobart Holdings

Stobart is quoted on the Premium Listing of the Official List and is admitted to trading on the Main Market of the London Stock Exchange. Employing around 5,600 people at more than 50 sites across the UK, the Stobart Group is a FTSE 250 listed company and one of the country's best known brands. The Stobart Group is a UK leader in the multimodal logistics, warehousing and biomass fuel sectors, as well as operating in the property development, port, airport and civil engineering sectors.

Stobart Air is operator of both the London Southend and Carlisle Lake District Airports whilst Stobart Biomass reflects the Stobart Group's emphasis on sustainability, supplying environmentally responsible fuels for low carbon electricity generation.

 

At the heart of the Group's offering is Stobart Transport and Distribution which operates Eddie Stobart, the iconic name on approximately 5,400 vehicles and trailers. Alongside an existing holding of around 6m sq.ft of premium quality warehousing within this division, the last year has seen a further 275,000 sq.ft warehouse added to the business at Magna Park, allowing for growth of existing customer demands. The comprehensive multimodal service package is completed by the Stobart Group's highly successful rail freight services.

 

Stobart Estates forms the holding company for the Stobart Group's large property portfolio. Property assets are made up of a combination of sites utilised by the business, plus commercial holdings that comprise a broad spectrum of sites ranging from premium quality offices in central London through retail parks to light industrial and warehousing locations.

 

Stobart Infrastructure & Civil Engineering delivers a comprehensive package of services centred on maintenance and improvement of the United Kingdom rail network and the construction of high quality industrial, commercial and transport facilities.  It supplies services both for the Stobart Group itself and for some of the UK's leading businesses.

 

Although Stobart Transport & Distribution still represents over 90 per cent. of the business's turnover, the Group has diversified in recent years through the acquisition of, inter alia, further transport businesses, airports, a Biomass fuel supply business and other property-related investments. These new areas of activity will form increasingly important profit and revenue streams for the Stobart Group in years to come.

 

8. Information on Autologic

Following a management buyout in 1996, Autologic was floated on the London Stock Exchange in 1997. It has since become one of the largest finished vehicle services and logistics companies in the UK and Europe, achieving around two million vehicle movements per annum through approximately 30 operating centres in the UK, Belgium, the Netherlands and the Czech Republic. Autologic delivers a diverse range of high quality, automotive services to car manufacturers, importers, rental operations, contract hire companies and dealers. With an integrated network of management, storage and preparation, distribution and technical facilities, plus the largest purpose-built fleet of transporters in the UK, Autologic is well-equipped to deliver bespoke solutions to customers whatever their requirement. It specialises in new vehicle preparation, technical enhancement, handling, storage and distribution, through to commercial vehicle enhancement, used vehicle refurbishment and a range of other specialist services.

For the year ended 31 December 2011, Autologic had revenues of approximately £144.7 million and profits before tax from continuing operations, before exceptional items, of £2.1 million. The Autologic Directors are satisfied with trading so far this year.

9. Management, employees and locations

Stobart attaches great importance to the skills, experience and industry knowledge of the existing management and employees of Autologic, whom Stobart would anticipate playing an important role in the on-going development of the business. Following the completion of the Offer, a full strategic review of all operations and business centres will commence to identify synergy and efficiency opportunities, which is expected to be concluded within 90 days of Acquisition. This review may or may not result in headcount reduction from overlapping business areas. Stobart has advised the Autologic Directors that it has no intention of changing the location of Autologic's operational places of business or of redeploying the fixed assets of the Autologic Group before completion of the review.

Stobart plans to work with the Autologic management team to develop and integrate the Autologic business within the existing Stobart Group. The Autologic Directors and the Stobart Directors both believe that there will be opportunities for Autologic employees to develop their careers within the broader framework of the Stobart Group. Stobart has given assurances to Autologic that the existing statutory employment rights of management and employees of Autologic will be fully safeguarded.

Autologic's management team have presented to the board of Stobart on the strengths of the business and the staff and will continue to press the case for investment in the business and its staff upon completion of the takeover.

10. Autologic Share Plan

Stobart and Autologic have agreed with the holders of options over shares in Autologic pursuant to the Autologic Share Plan that on the Effective Date such options shall immediately lapse.

11. Financing

The cash consideration payable under the Offer will be funded entirely by Stobart from its own resources. Cenkos, financial adviser to Stobart, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to Scheme Shareholders under the terms of the Offer.

12. Offer related arrangements

Confidentiality agreement

Stobart and Autologic entered into a confidentiality agreement dated 11 May 2012 (the "Confidentiality Agreement") pursuant to which each of Stobart and Autologic have agreed to keep confidential information about the other party and not to disclose it to third parties (other than permitted recipients) unless required by law or regulation. These confidentiality obligations will remain in force until completion of the Offer, or for a period of 2 years from the date of the Confidentiality Agreement.

In accordance with Rule 16.2 (a) of the City Code, Stobart and Autologic confirm that there are no incentivisation arrangements proposed.

13. Opening Position Disclosures and interests

Stobart confirms that it has made an Opening Position Disclosure, which discloses the details required to be disclosed by it under Rule 8.1(a) of the City Code.

14. Structure of the Offer

It is intended that the Offer will be effected by means of a Scheme between Autologic and Scheme Shareholders under Part 26 of the Companies Act. However, as described in more detail in paragraph 17 and Appendix I, Stobart reserves the right to elect to implement the Acquisition, with the consent of the Panel, by way of a Takeover Offer.

The purpose of the Scheme is to provide for Stobart Holdings to become the holder of the entire issued and to be issued ordinary share capital of Autologic. This is to be achieved by the cancellation of the ordinary shares and the application of the reserve arising from such cancellation in paying up in full a number of New Autologic Shares (which is equal to the number of ordinary shares cancelled), and issuing the same to Stobart Holdings, in consideration for which the Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcement.

To become effective, the Scheme must be approved by a majority in number of those Scheme Shareholders entitled to vote and present and voting at the Court Meeting (either in person or by proxy) representing at least 75 per cent. in value of the Autologic Shares voted, together with the approval of the Court and the passing at the General Meeting of a special resolution necessary to implement the Scheme and approve the related Reduction of Capital.

The Scheme is also subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document.

Once the necessary approvals from Scheme Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) to the Registrar of Companies. Subject to satisfaction of the Conditions, the Scheme is expected to become effective in August 2012.

Upon the Scheme becoming effective in accordance with its terms, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and, if they attended and voted, whether or not they voted in favour). The New Autologic Shares to be issued to Stobart Holdings pursuant to the Scheme will be issued 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 attaining thereto, including voting rights and the rights to receive and retain in full all dividends and other distributions declared, made or paid in or after the date of their issue.

The Offer will lapse if:

- the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of such meetings to be set out in the Scheme Document in due course (or such later date as may be agreed between Stobart and Autologic); or

- the Scheme does not become effective by 18 October 2012 (or such later date as may be agreed between Stobart and Autologic),

provided however that the deadlines for the timing of the Court Meeting, the General Meeting and the effectiveness of the Scheme as set out above may be waived by Stobart.

Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.

Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document, which is expected to be despatched to Scheme Shareholders as soon as reasonably practicable.

15. Regulatory issues

The Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document.

16. Cancellation of trading on AIM and re-registration

Prior to the Scheme becoming effective, Autologic will make an application for the cancellation of trading of Scheme Shares on AIM to take effect from or shortly after the Effective Date. The last day of dealings in Autologic Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date.

On the Effective Date, share certificates in respect of Autologic Shares will cease to be valid and entitlements to Autologic Shares held within the CREST system will be cancelled. It is also proposed that, on or shortly after the Effective Date, Autologic will be re-registered as a private limited company.

17. General

Stobart reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Acquisition will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as Stobart may decide).

The Offer will be made subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. A summary of the irrevocable undertakings, undertakings and letters of intent is contained in Appendix III to this announcement. Certain terms used in this announcement are defined in Appendix IV to this announcement.

Cenkos has given and has not withdrawn its written consent to the issue of this announcement with the inclusion herein of the references to its name in the form and context in which it appears.

Kinmont has given and has not withdrawn its written consent to the issue of this announcement with the inclusion herein of the references to its name in the form and context in which it appears.   

Canaccord has given and has not withdrawn its written consent to the issue of this announcement with the inclusion herein of the references to its name in the form and context in which it appears.   

18. Documents on display

Copies of the following documents will be made available on Autologic's website at www.autologic.co.uk and Stobart's website at www.stobartgroup.co.uk until the end of the Offer:

- the irrevocable undertakings, the undertaking and the letter of intent referred to in paragraph 5 above and summarised in Appendix III to this announcement; and

- the Confidentiality Agreement.

Enquiries:

Stobart Group Limited and Stobart Holdings Limited                         

Andrew Tinkler, Chief Executive Officer                                        Tel: +44 (0) 192 560 5400

Ben Whawell, Chief Financial Officer                                                                   

 

Cenkos Securities plc

(Financial Adviser and Broker to Stobart)

Stephen Keys                                                                            Tel: +44 (0) 207 397 8926

Adrian Hargrave

           

Autologic Holdings plc

Avril Palmer-Baunack, Chief Executive Officer                               Tel: +44 (0) 160 466 4458

Andrew Somerville, Group Finance Director

 

Kinmont

(Financial Adviser to Autologic)

James Local                                                                              Tel: +44 207 087 9100

 

Canaccord Genuity Limited

(Nominated Adviser and Broker to Autologic)

Bruce Garrow                                                                            Tel: +44 207 7523 8000

Ross Allister

 

i-nfluence                                                                                Tel: +44 20 7287 9610

Stuart Dyble/James Andrew

 

Square1 Consulting                                                                

(Public Relations Adviser to Stobart)

David Bick/Mark Longson                                                           Tel: +44 20 7929 5599

                       

Biddicks Financial Public Relations

(Public Relations Adviser to Autologic)   

Katie Tzouliadis                                                                         Tel: +44 (0) 203 178 6378

 

The Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement, Appendix III contains a summary of the irrevocable undertakings, undertakings and letters of intent currently received and Appendix IV contains definitions of certain expressions used in this summary and in this announcement.

In relation to the Offer, Cenkos, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Stobart and for no-one else and will not be responsible to any person other than Stobart for providing the protections afforded to clients of Cenkos, nor for providing advice in relation to the potential offer or any other matters referred to herein.

Kinmont, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autologic and for no-one else in connection with the potential offer and will not be responsible to any person other than Autologic for providing the protections afforded to clients of Kinmont, nor for providing advice in relation to the potential offer or any other matters referred to herein.

Canaccord, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Autologic and for no-one else in connection with the potential offer and will not be responsible to any person other than Autologic for providing the protections afforded to clients of Canaccord, nor for providing advice in relation to the potential offer or any other matters referred to herein.

You may request a hard copy of this announcement by contacting David Harris, Group Financial Controller, Autologic Holdings plc, Boundary Way, Lufton, Yeovil, Somerset, BA22 8HZ or by telephoning 01604 664400 (for UK callers) and +44 1604 664400 (for overseas callers). You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities or the solicitation of any cote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document and the accompanying Forms of Proxy, which will together contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Autologic will prepare the Scheme Document to be distributed to Scheme Shareholders. Autologic and Stobart urge Scheme Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Offer.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Stobart or required by the City Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Scheme Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Forward-looking Statements

This announcement contains statements about Stobart and Autologic that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" , "should" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenue, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Stobart's or Autologic's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Stobart's or Autologic's business.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions.  These forward-looking statements are not guarantees of future financial performance

There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, and readers are therefore cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. These factors include, but are not limited to, regulatory approvals that may require acceptance of conditions with potential adverse impacts; risk involving Stobart's ability to realise expected benefits associated with the Offer; the impact of legal or other proceedings; continued growth in the market for Stobart's and Autologic's services and general economic conditions. Furthermore, a review of the reasons why actual results and developments may differ materially from the expectations disclosed or implied within forward-looking statements can be found by referring to the information contained under the heading "Risk Management" in Stobart's Annual Report for the year ended 29 February 2012 which can be found on Stobart's website (www.stobartgroup.co.uk) and by referring to the information contained under the heading "Principal Risks and Uncertainties" in Autologic's Annual Report for the year ended 31 December 2011 which can be found on Autologic's website (www.autologic.co.uk/annual-reports/2011.pdf).

Stobart and Autologic expressly disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

Disclosure Requirements of the City 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. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London 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. (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 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 Panel's website at http://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.

Information relating to Autologic Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Autologic Shareholders, persons with information rights and other relevant persons for the receipt of communications from Autologicmay be provided to Stobart during the Offer Period as requested under Section 4 of Appendix 4 of the City Code to comply with Rule 2.12(c).

Publication on Website

A copy of this announcement will be made available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on www.stobartgroup.co.uk and www.autologic.co.uk by no later than noon (London time) on the day following this announcement.

Rule 2.10 Requirement

In accordance with Rule 2.10 of the City Code, Autologic announces that it has in issue 62,238,953 ordinary shares of 0.1 pence each. These shares are traded on the AIM market of the London Stock Exchange.  The International Securities Identification Number ("ISIN") of the ordinary shares is GB0002192374.



 

 

APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER

CONDITIONS TO, AND CERTAIN FURTHER TERMS OF, THE OFFER

The Offer will be conditional upon the Scheme becoming unconditional and becoming effective, subject to the City Code, by not later than 18 October 2012 or such later date (if any) as Stobart and Autologic may, with the consent of the Panel, agree and (if required) the Court may approve.

Conditions of the Scheme

1.         The Scheme is subject to the following Conditions:

(a)        approval of the Scheme by a majority in number of those Scheme Shareholders who are on the register of members of Autologic at the Voting Record Time and who are present and vote either in person or by proxy at the Court Meeting and any separate class meeting which may be required (or any adjournment thereof) and who represent not less than 75 per cent. in value of all Scheme Shares held by such Scheme Shareholders; and (ii) the Court Meeting being held on or before 24 August 2012 (or such later date as may be agreed by Stobart and Autologic);

(b)        all resolutions necessary to approve and implement the Scheme and approve the Reduction of Capital being duly passed by the requisite majorities at the General Meeting (or any adjournment thereof); and (ii) the General Meeting being held on or before 24 August 2012 (or such later date as may be agreed by Stobart and Autologic); and

(c)        the sanction of the Scheme and the confirmation of the Reduction of Capital (in each case, with or without modification but subject to such modification being acceptable to Stobart and Autologic) by the Court, and the office copies of the Court Order(s) and of the Statement of Capital being delivered to the Registrar of Companies and, in relation to the Reduction of Capital, if so ordered by the Court in order to take effect, the registration of the second Court Order and Statement of Capital by the Registrar of Companies; and (ii) the Court Hearing to sanction the Scheme being held on or before 6 September 2012 (or such later date as may be agreed by Stobart and Autologic).

2.         Autologic and Stobart have agreed that, subject to the provisions of paragraph 3 below and the requirements of the Panel in accordance with the Code, application to the Court to sanction the Scheme and to confirm the Reduction of Capital will not be made unless conditions 1(a) and 1(b) above have been satisfied and unless immediately prior to the hearing of the application to the Court for sanction of the Scheme the following Conditions (as amended if appropriate) have been satisfied or, where permitted, waived:

(a)        no central bank, government or governmental, quasi‑governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i)         make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Autologic by any member of the Wider Stobart Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly materially prevent, prohibit, or materially restrain, restrict, delay to a material extent or otherwise materially interfere with the implementation of, or impose additional material conditions or obligations with respect to, or otherwise materially impede, challenge, interfere or require material amendment of the terms of the Offer or the acquisition of any such shares or securities in, or control or management of Autologic by any member of the Wider Stobart Group;

(ii)         require, prevent or materially delay the divestiture or alter the terms envisaged for such divestiture by any member of the Wider Stobart Group or by any member of the Wider Autologic Group of all or any part of its businesses, assets or property or impose any limitation on the ability of any of them to conduct their businesses (or any part thereof) or to own any of their assets or properties (or any part thereof) (as the case may be) which, in any case, is material in the context of the Wider Stobart Group or the Wider Autologic Group, in either case, taken as a whole;

(iii)        impose any limitation on, or result in a material delay in, the ability of any member of the Wider Stobart Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Autologic or on the ability of any member of the Wider Autologic Group or any member of the Wider Stobart Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Autologic Group which, in any case, is material in the context of the Wider Stobart Group or the Wider Autologic Group, in either case, taken as a whole;

(iv)        except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Stobart Group or the Wider Autologic Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Autologic Group or any asset owned by any Third Party (other than in connection with the implementation of the Offer);

(v)         require, prevent or materially delay a divestiture by any member of the Wider Stobart Group of any shares or other securities (or the equivalent) in Autologic which, in any case, is material in the context of the Wider Stobart Group or the Wider Autologic Group taken as a whole;

(vi)        result in any member of the Wider Stobart Group or the Wider Autologic Group ceasing to be able to carry on business under any name under which it presently carries on business which, in any case, is material in the context of the Wider Stobart Group or the Wider Autologic Group taken as a whole;

(vii)       impose any material limitation on the ability of any member of the Wider Stobart Group or any member of the Wider Autologic Group to integrate or co‑ordinate all or any part of its business with all or any part of the business of any other member of the Wider Stobart Group and/or the Wider Autologic Group; or

(viii)       otherwise materially adversely affect any or all of the business, assets, financial position or profits of any member of the Wider Autologic Group or any member of the Wider Stobart Group in each case in a manner which is adverse to, and material in the context of, the Wider Autologic Group or the Wider Stobart Group taken as a whole,

and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any applicable jurisdiction in respect of the Offer or proposed acquisition of any Autologic Shares or otherwise intervene having expired, lapsed, or been terminated;

(b)        all necessary material notifications, filings or applications having been made in connection with the Offer and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with and all Authorisations necessary in any jurisdiction for or in respect of the Offer or the proposed acquisition of any shares or other securities in, or control of, Autologic by any member of the Wider Stobart Group having been obtained in terms and in a form reasonably satisfactory to Stobart from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Autologic Group or the Wider Stobart Group has entered into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Wider Autologic Group in any jurisdiction having been obtained in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant jurisdiction or have a material adverse effect on the Wider Autologic Group, any member of the Wider Stobart Group or the ability of Stobart to implement the Offer and all such Authorisations remaining in full force and effect at the Effective Date and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

(c)        except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Autologic Group is a party or by or to which any such member or any of its assets is or may be bound or be subject or any event or circumstance which, as a consequence of the Offer or the proposed acquisition by any member of the Wider Stobart Group of any shares or other securities in Autologic or because of a change in the control or management of any member of the Wider Autologic Group or otherwise, could or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider Autologic Group taken as a whole or the obligations of any member of the Wider Stobart Group in connection with the Offer:

(i)         any monies borrowed by, or any other indebtedness, actual or contingent, or any grant available to any member of the Wider Autologic Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)         the rights, liabilities, obligations, interests or business of any member of the Wider Autologic Group or any member of the Wider Stobart Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Autologic Group or any member of the Wider Stobart Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(iii)        any member of the Wider Autologic Group ceasing to be able to carry on business under any name under which it presently carries on business;

(iv)        any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Autologic Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Autologic Group otherwise than in the ordinary course of business;

(v)         the creation or enforcement 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 Wider Autologic Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(vi)        the value of, or the financial or trading position of, any member of the Wider Autologic Group being prejudiced or adversely affected;

(vii)       the creation of any liability (actual or contingent) by any member of the Wider Autologic Group other than by trade creditors in the ordinary course of business; or

(viii)       any liability of any member of the Wider Autologic Group to making any severance, termination, bonus or other payment to any of its directors or other officers

and no event having occurred which, under any provision of any arrangement, agreement, license, permit, franchise, lease or other instrument to which any member of the Wider Autologic Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in conditions c (i) to (vii) to an extent in any such case which is material in the context of the Wider Autologic Group taken as a whole;

(d)        except as Disclosed, since 31 December 2011, no member of the Wider Autologic Group having:

(ix)        issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Autologic Shares out of treasury (save, where relevant, as between Autologic and wholly‑owned subsidiaries of Autologic and save for the issue or transfer out of treasury of Autologic Shares on the exercise of options granted before the date of the Scheme Document in the ordinary course or the vesting of employee share awards in the ordinary course under the Autologic Share Plan);

(x)        recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Autologic to Autologic or any of its wholly owned subsidiaries;

(xi)        other than pursuant to the Offer or transactions between Autologic and any company in the Wider Autologic Group, merged with (by statutory merger or otherwise) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so to an extent in any case which is material in the context of the Wider Autologic Group taken as a whole;

(xii)       save as between Autologic and any company in the Wider Autologic Group or between any such companies in the Wider Autologic Group, made, authorised, proposed or announced an intention to propose any change in its loan capital which, in any case, is material in the context of the Wider Autologic Group taken as a whole;

(xiii)      issued, authorised or proposed the issue of or made any change in or to the terms of any debentures or (save as between Autologic and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability, in each case other than in the ordinary course of business, to an extent which is material in the context of the Autologic Group taken as a whole;

(xiv)      entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which is of a long term, unusual or onerous nature, or which involves an obligation of a nature or magnitude which is, in any such case, material in the context of the Autologic Group or which is or is likely to be materially restrictive on the business of any member of the Wider Autologic Group or the Wider Stobart Group;

(xv)       entered into, terminated or varied the terms of or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any service agreement, commitment or arrangement with any director or senior executive of the Wider Autologic Group;

(xvi)      proposed, agreed to provide or modified in any material respect the terms of any share option scheme, incentive scheme, or, other than in the ordinary course of business any other material benefit relating to the employment or termination of employment of any employee of the Wider Autologic Group which, taken as a whole, are material in the context of the Wider Autologic Group taken as a whole;

(xvii)      made or agreed or consented to any material change to the terms of the trust deeds and rules constituting the pension schemes established for its directors, employees or their dependants, to the contributions payable to any such scheme(s) or the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis on which the liabilities (including pensions) of such pension schemes are funded or valued, or agreed or consented to any change to the trustees or trustee directors;

(xviii)     implemented or effected, or authorised, proposed or announced its intention to implement or effect, any composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Scheme) otherwise than in the ordinary course of business or between wholly owned members of the Autologic Group;

(xix)      purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub‑paragraph (i) above, made any other change to any part of its share capital (other than pursuant to the implementation of the Offer);

(xx)       waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider Autologic Group taken as a whole;

(xxi)      save as envisaged in accordance with the terms of the Scheme, made any material alteration to its memorandum or articles of association or other incorporation documents;

(xxii)     (other than in respect of a member of the Wider Autologic Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding‑up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed in any case which is material in the context of the Wider Autologic Group taken as a whole;

(xxiii)    been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xxiv)     terminated or varied the terms of any agreement or arrangement between any member of the Wider Autologic Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Autologic Group taken as a whole;

(xxv)     entered into, implemented or authorised the entry into of any joint venture, partnership or asset or profit sharing arrangement;

(xxvi)     entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition; or

(xxvii)    other than in respect of matters or circumstances referred to in the other Conditions in this Appendix I (in which case, such matters or circumstances will be subject to those conditions alone), taken (or agreed or committed to take) any action which requires, or would require, the consent of the Panel or the approval of Autologic Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the City Code, which in any case is material in the context of the Wider Autologic Group taken as a whole;

(e)        since 31 December 2011, and except as Disclosed:

(i)         there having been no adverse change in the business, assets, liabilities, financial or trading position or profits of any member of the Wider Autologic Group to an extent which is material to the Wider Autologic Group taken as a whole or to the obligations of any member of the Wider Autologic Group in connection with the Offer;

(ii)         no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened in writing, announced or instituted by or against or remaining outstanding against any member of the Wider Autologic Group or to which any member of the Wider Autologic Group is a party (whether as claimant or defendant or otherwise) and no enquiry or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Autologic Group having been threatened in writing, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider Autologic Group which, in any such case, might reasonably be expected adversely and materially to affect the Wider Autologic Group taken as a whole;

(iii)        other than in the ordinary course of business no contingent or other liability having arisen or materially increased or become known to Autologic which is reasonably likely to materially adversely to affect the business, assets, financial or trading position or profits of any member of the Wider Autologic Group to an extent which is material to the Wider Autologic Group taken as a whole; and

(iv)        no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Autologic Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and might reasonably be expected to adversely affect the Wider Autologic Group taken as a whole;

(f)         since 31 December 2011, except as Disclosed, Stobart not having discovered:

(i)         that any financial, business or other information concerning the Wider Autologic Group publicly announced or disclosed or disclosed to any member of the Wider Stobart Group at any time by or on behalf of any member of the Wider Autologic Group which is material in the context of the Acquisition is to a material extent misleading, contains a material misrepresentation of fact or omits to state a material fact necessary to make that information not misleading to a material extent in any case to an extent which is material in the context of the Wider Autologic Group taken as a whole; or

(ii)         that any member of the Wider Autologic Group is other than in the ordinary course of business subject to any liability, contingent or otherwise which is material in the context of the Wider Autologic Group taken as a whole; and

(g)        that any past or present member of the Wider Autologic Group has not complied with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws implementing the same, the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act of 1977 where the effect is material in the context of the wider Autologic Group taken as a whole;

(h)        that any past or present member of the Wider Autologic Group has not complied in any material respect with all applicable legislation, regulations, notice or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or animal health or otherwise relating to environmental matters or the health and safety of humans or animals, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Autologic Group, which in any case is or which might reasonably be expected to be material in the context of the Wider Autologic Group as a whole;

(i)         that there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation), would be reasonably likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Autologic Group (in any case to an extent which is or which might reasonably be expected to be material in the context of the Wider Autologic Group taken as a whole); or

(j)         that there is or is reasonably likely to be any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Autologic Group (or on its behalf) or in which any such member previously had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto, which in any case is or which might reasonably be expected to be material in the context of the Wider Autologic Group taken as a whole.

Further Terms of the Offer

3.         To the extent permitted by law and subject to the requirements of the Panel in accordance with the City Code, Stobart reserves the right to waive:

(a)        any of the deadlines set out in the above Condition 1 for the timing of the Court Meeting, General Meeting and the Court hearing to sanction the Scheme; and

(b)        in whole or in part, all or any of the above Conditions, except Condition 1 (without prejudice to paragraph 3(a) above).

4.         If Stobart is required by the Panel to make an offer for Autologic Shares under the provisions of Rule 9 of the City Code, Stobart may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.

5.         Stobart reserves the right to elect (with the consent of the Panel (where necessary)) to implement the Offer by way of a Takeover Offer as it may determine in its absolute discretion.  In such event, the Takeover Offer will be implemented on substantially the same terms, subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such lesser percentage, being more than 50 per cent.) as Stobart may, subject to the rules of the City Code and the consent of the Panel, decide) of the shares to which such offer relates, so far as applicable, as those which would apply to the Scheme (the "General Offer Acceptance Condition").  Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient Autologic Shares are otherwise acquired, it is the intention of Stobart to apply the provisions of the Companies Act to acquire compulsorily any outstanding Autologic Shares to which such Takeover Offer relates.

6.         The availability of the Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdictions.  Persons who are not resident in the UK should inform themselves about and observe any applicable requirements.

7.         Under Rule 13.5 of the City Code, Stobart may only invoke a Condition so as to cause the Scheme not to proceed, to lapse or to be withdrawn where the circumstances which give rise to the right to invoke the Condition are of material significance to Stobart in the context of the Offer.  The Conditions contained in paragraph 1 above and, if applicable, the General Offer Acceptance Condition set out in paragraph 5 of this Appendix I are not subject to Rule 13.5 of the City Code.

8.         Under Rule 13.6 of the City Code, Autologic may not invoke, or cause or permit Stobart to invoke, any Condition unless the circumstances which give rise to the right to invoke the Condition are of material significance to the Scheme Shareholders in the context of the Offer.

9.         Stobart shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Offer 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.

10.        The Offer is not being undertaken, directly or indirectly, in, into or from, or by use of the mails of, or by any means of 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 jurisdiction where to do so would violate the laws of that jurisdiction.

11.        The New Autologic Shares which will be issued to Stobart pursuant to the Offer will be issued fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of the Scheme Document.

The Offer is governed by the laws of England and Wales and is subject to the jurisdiction of the English courts.  The Scheme is subject to applicable requirements of the City Code, the Panel, the London Stock Exchange and the FSA.



 

 

APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION

(i) The value placed by the Offer on the existing issued share capital of Autologic is based on 62,238,953 Autologic Shares in issue on 15 June 2012, being the last dealing day prior to the date of this announcement.

(ii) The Closing Prices are taken from the London Stock Exchange Daily Official List.

(iii) For the purposes of comparison to the Offer Price, the average Closing Price of 12.8 pence per Autologic Share for the three months ended 23 May 2012 is rounded to one decimal place.

(iv) The financial information relating to Stobart is extracted from the audited consolidated financial statements of Stobart for the year ended 29 February 2012, prepared in accordance with IFRS.

(v) Unless otherwise stated, the financial information relating to the Autologic Group is extracted from the audited consolidated financial statements of Autologic for the financial year to 31 December 2011, prepared in accordance with IFRS.

(vi) For the purpose of determining whether the Offer is expected to be accretive to Stobart Group's earnings per share and free cash flow per share, earnings and free cash flow are calculated before any purchase accounting adjustments that would be required by IFRS3 as a result of the Acquisition.

 



 

APPENDIX III
IRREVOCABLE UNDERTAKINGS, UNDERTAKINGS AND LETTERS OF INTENT

Irrevocable Undertakings

The following holders, controllers or beneficial owners of Autologic Shares have given irrevocable undertakings to accept the Offer and vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting to give effect to the Scheme:

Name

Number of Autologic Shares

% of Autologic Shares in issue

Artemis Investment Management LLP

9,239,024

14.8

Schroder Investment Management Limited

6,170,978

9.9

TOTAL

15,410,002

24.8

 

Artemis Investment Management LLP

 

Stobart has received an irrevocable undertaking to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Artemis Investment Management LLP ("Artemis") in respect of 9,239,024 Autologic Shares which it manages on behalf of clients and in respect of which it is able to exercise discretionary and voting control.  Such shares represent approximately 14.84 per cent. of the existing ordinary share capital of Autologic.  The irrevocable undertaking remains binding if the Acquisition is carried out by way of a Takeover Offer.

 

If there is no Subsequent Offer (as defined below), all undertakings shall lapse if:

 

(i)  the Scheme closes, lapses or is withdrawn in accordance with its respective terms;

 

(ii) the Effective Date has not occurred by the date falling 5 months from the date of this announcement (or such later date as Stobart and Autologic may, with the consent of the Panel, agree); or

 

(iii) save in the circumstances stated below, a person other than Stobart or a subsidiary of Stobart or any person acting in concert with Stobart announces a firm intention to make an offer (in accordance with Rule 2.7 of the City Code) for the whole of the issued share capital of Autologic, provided that the value of the consideration represents an improvement of at least 10 per cent over the value of the consideration available under the Offer as at the date on which such firm intention to make an offer is announced (a "Higher Competing Offer").  A person will be deemed to have announced an offer when a copy of the announcement required by Rule 2.7 of the City Code is received (whether by fax or otherwise) by the Panel.

 

If on or before 11:59 p.m. on the fourteenth day after a Higher Competing Offer (as defined below) is announced, Stobart announces a revised Scheme the value of which represents, in the reasonable opinion of Autologic's financial adviser, an improvement over the value of the consideration under the Higher Competing Offer the undertakings above shall remain binding. If Stobart does not announce a revised Scheme on or before 11:59 p.m. on the fourteenth day after a Higher Competing Offer is announced, the undertaking shall lapse and cease to be binding.

 

If Stobart decides (with the consent of the Panel) to proceed by way of a Takeover Offer and the terms of such Takeover Offer are, in the opinion of Autologic's financial advisor, no less favourable to Autologic Shareholders than the terms of the Offer ("Subsequent Offer") the undertaking shall continue to apply but shall lapse if:

 

(i)   an announcement of the Subsequent Offer under Rule 2.7 of the City Code is not released by such date as Stobart and Autologic may, with the consent of the Panel, agree; or

 

(ii)   the Subsequent Offer lapses or is withdrawn

 

Schroder Investment Management Limited

Stobart has received an irrevocable undertaking to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Schroder Investment Management Limited ("Schroder") in respect of 6,170,978 Autologic Shares which it manages on behalf of clients and in respect of which it is able to exercise discretionary and voting control. Such shares represent approximately 9.9 per cent. of the existing issued ordinary share capital of Autologic. The irrevocable undertaking remains binding if the Acquisition is carried out by way of a Takeover Offer.

The irrevocable undertaking received from Schroder will cease to be binding:

(i)         if the Scheme Document (or in the case of a Takeover Offer, the formal document containing the Takeover Offer) has not been posted within 28 days of the date of the announcement date (or within such longer period as Stobart may, with the consent of the Panel, determine not being more than six weeks from the date of this announcement);

(ii)         in the case of a Scheme, if the Scheme terminates or lapses in accordance with its terms or is otherwise incapable of becoming effective provided that Stobart does not announce, within 7 days of the Scheme having terminated or lapsed, that it intends to implement the Acquisition by way of Takeover Offer; or

(iii)        in the event that the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer is withdrawn or lapses.

(iv)        in the event of a competing offer for Autologic, the value of which (in the opinion of Schroder) exceeds the value of the Acquisition by five per cent. or more;

 

In addition, the irrevocable undertaking will cease to apply to the extent that Schroder no longer has at the relevant time, authority to exercise discretionary and voting control over such shares.

Undertaking

Invesco Asset Management Limited

Stobart has received an undertaking to issue instructions to relevant custodian(s)/nominee(s) to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Invesco Asset Management Limited ("Invesco") in respect of 16,308,003 Autologic Shares which it manages on behalf of clients and in respect of which it is able to exercise discretionary and voting control. Such shares represent approximately 26.20% of the existing issued ordinary share capital of Autologic.

The undertaking received from Invesco will cease to be binding:

(i)       if the Scheme closes, lapses or is withdrawn in accordance with its terms; or

(ii)      if the Effective Date has not occurred by the date falling four months from the date of this announcement (or such later date as Stobart and Autologic may, with the consent of the Panel agree);

(iii)     if prior to the Offer becoming effective in accordance with its terms, any third party shall in accordance with the City Code announce a firm intention to make a general offer for all shares in Autologic which Invesco, in their reasonable opinion believe represents an improvement to the terms of the Offer.

In addition, the undertaking will cease to apply to the extent that Invesco no longer has at the relevant time, authority to exercise discretionary and voting control over such shares.

Letter of Intent

Henderson Global Investors Limited

Autologic has received a letter of intent to accept the Offer and to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Henderson Global Investors Limited in respect of 6,434,950 Autologic Shares. Such shares represent approximately 10.34% of the existing ordinary share capital of Autologic. 



 

APPENDIX IV
DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

"Acquisition"

the proposed acquisition by Stobart Holdings of the entire issued and to be issued share capital of Autologic to be implemented by means of the Scheme or, should Stobart so elect, by means of a Takeover Offer;

 

"AIM"

AIM, a market operated by London Stock Exchange plc;

 

"Authorisations"

regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals;

 

"Autologic"

Autologic Holdings plc;

 

"Autologic Directors"

the directors of Autologic;

 

"Autologic Group"

Autologic and its subsidiary undertakings and, where the context permits, each of them;

 

"Autologic Shareholders"

the holders of Autologic Shares;

 

"Autologic Shares"

the existing unconditionally allotted or issued and fully paid ordinary shares of 0.1 pence each in the capital of Autologic and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes effective;

 

"Autologic Share Plan"

the Autologic Executive Share Option Scheme 2009;

 

"Business Day"

a day (other than Saturdays, Sundays and public holidays in the UK) on which banks are open for business in London;

 

"Canaccord"

Canaccord Genuity Limited;

 

"Cenkos"

Cenkos Securities plc;

 

"City Code"

the City Code on Takeovers and Mergers;

 

"Closing Price"

the closing middle market price of a Autologic Share on a particular trading day as derived from the London Stock Exchange Daily Official List;

 

"Companies Act"

the UK Companies Act 2006, as amended from time to time;

 

"Conditions"

the conditions to the implementation of the Offer, as set out in Appendix I to this announcement and to be set out in the Scheme Document;

 

"Confidentiality Agreement"

the confidentiality agreement dated 11 May 2012 between Stobart and Autologic;

 

"Court"

the High Court of Justice in England and Wales;

 

"Court Hearing"

the hearing by the Court of the application for sanction of the Scheme and confirmation of the Reduction of Capital;

 

"Court Meeting"

the meeting of Scheme Shareholders to be convened pursuant to an order of the Court under Part 26 of the Companies Act for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment), including any adjournment thereof;

 

"Court Order(s)"

the order(s) of the Court sanctioning the Scheme and confirming the related Reduction of Capital;

 

"CREST"

the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear UK and Ireland Limited;

 

"Dealing Disclosure"

has the same meaning as in Rule 8 of the City Code;

 

"Disclosed"

information disclosed: (i) in the annual report and accounts of Autologic for the financial year ended 30 December 2011;(ii) in this announcement; (iii) in any other announcement made to a Regulatory Information Service by or on behalf of Autologic on or before 5.00 p.m. on the Business Day prior to the date of this announcement; or (iv) fairly to Stobart or its advisers by Autologic (in sufficient detail to allow Stobart to identify the nature and scope of the relevant fact, matter or circumstance) on or before 5.00 p.m. on the Business Day prior to the date of this announcement;

 

"Effective Date"

the date on which the Scheme becomes effective pursuant to its terms;

 

"Euroclear"

Euroclear UK and Ireland Limited;

 

"Forms of Proxy"

the forms of proxy for use at the Court Meeting and the General Meeting;

 

"FSA" or "Financial Services Authority"

the Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000;

 

"General Meeting"

the general meeting of Autologic Shareholders (including any adjournment thereof) to be convened in connection with the Scheme;

 

"Holder"

a registered holder including a person entitled by transmission;

 

"IFRS"

International Financial Reporting Standards;

 

"Kinmont"

Kinmont Advisory Limited;

 

"Listing Rules"

the rules and regulations made by the Financial Services Authority in its capacity as the UKLA under the Financial Services and Markets Act 2000, and contained in the UKLA's publication of the same name;

 

"London Stock Exchange"

London Stock Exchange plc;

 

"New Autologic Shares"

the new ordinary shares of 0.1p each in the capital of Autologic to be issued and allotted credited as fully paid to Stobart in accordance with the Scheme;

 

"Offer"

the recommended cash offer being made by Stobart to acquire the entire issued and to be issued ordinary share capital of Autologic to be effected by means of the Scheme and, where the context admits, any subsequent revision, variation, extension or renewal thereof;

 

"Offer Period"

the offer period (as defined by the City Code) relating to Autologic, which commenced on 24 May 2012;

 

"Offer Price"

20 pence in cash for each Autologic Share;

 

"Official List"

the Official List maintained by the UKLA;

 

"Opening Position Disclosure"

has the same meaning as in Rule 8 of the City Code;

 

"Overseas Shareholders"

Autologic Shareholders (or nominees of, or custodians or trustees for Autologic Shareholders) not resident in, or nationals or citizens of the United Kingdom;

 

"Panel"

the Panel on Takeovers and Mergers;

 

"Reduction of Capital"

the proposed reduction of the share capital of Autologic under section 641 of the Companies Act by the cancellation of the Scheme Shares to be effected as part of the Scheme;

 

"Registrar of Companies"

the Registrar of Companies in England and Wales;

 

"Regulatory Information Service"

any of the services set out in Appendix III to the Listing Rules;

 

"Restricted Jurisdiction"

any jurisdiction where extension or acceptance of the Offer would violate the law of that jurisdiction;

 

"Scheme"

the proposed scheme of arrangement under Part 26 of the Companies Act between Autologic and the Scheme Shareholders in connection with the Offer, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Stobart and Autologic;

 

"Scheme Document"

the document to be sent to Scheme Shareholders containing, amongst other things, the Scheme, the notices convening the Court Meeting and the General Meeting and the further particulars required by the Companies Act;

 

"Scheme Record Time "

6.00 p.m. on the Business Day immediately preceding the date of the Court Hearing;

 

"Scheme Shareholders"

holders of Scheme Shares, and a "Scheme Shareholder" shall mean any one of those Scheme Shareholders;

"Scheme Shares"

all Autologic Shares which are:

(a) in issue at the date of the Scheme Document;

(b) (if any) issued after the date of the Scheme Document but before the Voting Record Time; and

(c) (if any) issued at or after the Voting Record Time but at or before the Scheme Record Time either on terms that the original or any subsequent Holders thereof are to be bound by the Scheme or in respect of which such Holders have agreed in writing to be so bound,

excluding, in any case, any Autologic Shares held by or on behalf of Stobart as at the Scheme Record Time;

"Significant Interest"

in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking;

 

"Statement of Capital"

the statement of capital approved by the Court showing, with respect to Autologic's capital, as altered by the Court Order, the information required by section 649 of the Companies Act;

 

"Stobart"

Stobart Group Limited;

 

"Stobart Directors"

the directors of Stobart;

 

"Stobart Group"

Stobart and its subsidiary undertakings and, where the context permits, each of them;

 

"Stobart Holdings"

Stobart Holdings Limited, (registered number of 7246663), a wholly owned subsidiary of Stobart;

 

"Takeover Offer"

should Stobart elect to make the Offer by way of a contractual takeover offer (as such term is defined in section 974 of the Companies Act), the takeover offer to be made by Stobart to acquire the entire issued and to be issued share capital of Autologic;

 

"Third Party"

for the purpose of Appendix I only, each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction;

 

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland;

 

"UKLA"

UK Listing Authority;

 

"United States" or "US"

the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof;

 

"Voting Record Time"

6.00 p.m. on the day which is two Business Days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two Business Days before the day of such adjourned Court Meeting;

 

"Wider Autologic Group"

Autologic and associated undertakings and any other body corporate, partnership, joint venture or person in which Autologic and such undertakings (aggregating their interests) have a Significant Interest; and

 

"Wider Stobart Group"

Stobart and associated undertakings and any other body corporate, partnership, joint venture or person in which Stobart and all such undertakings (aggregating their interests) have a Significant Interest.

 

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom. All references to "euros" or "" are to the lawful currency of the European Monetary Union.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

 

 


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