Unless otherwise defined or unless context so requires, capitalised terms used but not defined in this announcement have the meanings given to them in the Offer Document regarding the recommended final cash offer by Cambria Bidco Limited which was published and posted to Cambria Shareholders on 13 August 2021.
On 6 September 2021, Bidco extended the Offer to 1.00 p.m. on 10 September 2021.
This Announcement explains that:
– Bidco has received valid acceptances of the Final Cash Offer, which, when taken with the Cambria Shares subject to the SPAs, represent in aggregate more than 75% of the voting rights normally exercisable at a general meeting of Cambria;
– Cambria Shareholders are reminded that it is Bidco’s intention to seek a cancellation of the admission of Cambria Shares to trading on AIM should the Offer become wholly unconditional;
– The Offer is being extended by Bidco until 1.00 p.m. on 14 September 2021; and
– Cambria Shareholders who wish to do so are urged to take action to accept the Final Cash Offer as soon as possible.
LEVEL OF ACCEPTANCES
As at 4.00 p.m. on 10 September 2021, Bidco had received valid acceptances in respect of a total of 35,991,421 Cambria Shares, representing approximately 35.99 per cent. of the issued share capital of Cambria. This includes 3,050,751 acceptances of the Share Alternative. So far as Bidco is aware, none of these acceptances has been received from persons acting in concert with Bidco. These acceptances represent approximately 59.98 per cent. of the Cambria Shares to which the Offer relates.
In addition, as set out in the Offer Document, Mark Lavery and Nicola Lavery had agreed to contribute their interest in Cambria of 39,999,923 Cambria Shares, representing approximately 40 per cent. of Cambria’s issued share capital, to Cambria Investments pursuant to the terms of the SPAs.
The aggregate acceptances of the Final Cash Offer together with the Cambria Shares that are the subject of the SPAs represent approximately 75.99 per cent. of the issued share capital of Cambria and of the voting rights normally exercisable at a general meeting of Cambria.
In accordance with the terms of the Acceptance Condition as set out in the Offer Document, Bidco has resolved to waive down the percentage required to satisfy the Acceptance Condition from no less than 75 per cent. of the Cambria Shares to which the Offer relates to more than 75 per cent. of the voting rights normally exercisable at a general meeting of Cambria.
As at close of business in London on 10 September 2021 (being the latest practicable time and date prior to the date of this Announcement), and save for as disclosed in the Offer Document, neither Bidco nor Cambria Investments nor, so far as each of Bidco and Cambria Investments is aware, any person acting in concert with Bidco or Cambria Investments:
· has any interest in, or right to subscribe in respect of, or any short position in relation to Cambria relevant securities, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of Cambria relevant securities;
· has any outstanding irrevocable commitment or letter of intent with respect to Cambria relevant securities; or
· borrowed or lent any Cambria relevant securities (including any financial collateral arrangements), save for any borrowed shares which have been either on-lent or sold.
EXTENSION OF OFFER
Bidco announces an extension to the Offer such that the Offer will remain open for acceptance until 1.00 p.m. tomorrow, being 14 September 2021. The Offer remains subject to the terms and conditions set out in the Offer Document. Further extensions, if any, will be announced in accordance with the Code.
Pursuant to Rule 31.4 of the Code, should the Offer become or be declared unconditional as to acceptances, it shall remain open for acceptances for a period of not less than 14 days after the date it would otherwise have expired.
CANCELLATION OF ADMISSION OF CAMBRIA SHARES TO TRADING ON AIM
As stated above, the attention of Cambria Shareholders is drawn to the intentions of Bidco set out in the Offer Document regarding the re-registration of Cambria as a private company and the cancellation of admission of Cambria Shares to trading on AIM following the Offer becoming or being declared unconditional in all respects. Bidco intends that the London Stock Exchange will be requested to cancel trading in Cambria Shares on the London Stock Exchange’s AIM market and the listing of the Cambria (such cancellation to take effect no earlier than the date 20 Business Days after Bidco has so acquired or agreed to acquire 75 per cent. of the issued share capital of Cambria).
Such cancellation and re-registration would significantly reduce the liquidity and marketability of any Cambria Shares in respect of which the Takeover Offer has not been accepted at that time and their value may be affected as a consequence.
Any remaining Cambria Shareholders (unless their Cambria Shares are acquired by Bidco pursuant to the “squeeze-out” provisions of Chapter 3 of Part 28 of the Companies Act) would become minority shareholders in a majority controlled private limited company, and may therefore be unable to sell their Cambria Shares. There can be no certainty that Cambria would pay any further dividends or other distributions or that such minority Cambria Shareholders would again be offered an opportunity to sell their Cambria Shares on terms that are equivalent to or no less advantageous than those under the Final Cash Offer.
ACTION TO BE TAKEN BY CAMBRIA SHAREHOLDERS TO ACCEPT THE OFFER
Acceptances of the Offer must be received by 1.00 p.m. on 14 September 2021. Cambria Shareholders are advised to read the whole of the Offer Document carefully.
Cambria Shares held in certificated form
In respect of Cambria Shareholders who hold their Cambria Shares, or any of them, in certificated form (that is, not in CREST), to accept the Offer, the Form of Acceptance must be completed, signed (and, in respect of an individual, witnessed) in accordance with the instructions set out therein and returned along with their valid share certificate(s) and/or any other relevant document(s) of title by post or by hand (during normal business hours only) to Link Group, Corporate Actions, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom as soon as possible and, in any event, so as to be received not later than 1.00 p.m. on 14 September 2021. Further details relating to the procedure for acceptance of the Offer in respect of such certificated Cambria Shares is set out in paragraph 16.1 of Part 2 of the Offer Document, and in the accompanying Form of Acceptance.
Cambria Shares held in uncertificated form (that is, in CREST) either directly or through a broker or an intermediary
In respect of Cambria Shareholders who hold their Cambria Shares in uncertificated form (that is, in CREST), either directly or through a broker or an intermediary, to accept the Offer they must make their acceptance electronically through CREST so that the CREST TTE Instruction settles as soon as possible, and, in any event, not later than 1.00 p.m. on 14 September 2021. If such a Cambria Shareholder holds Cambria Shares as a CREST sponsored member, they should contact their CREST sponsor (that is, their broker or intermediary) as only their CREST sponsor will be able to send the necessary CREST TTE Instruction to Euroclear. Further details relating to the procedure for acceptance of the Offer in respect of uncertificated Cambria Shares is set out in paragraph 16.2 of Part 2 of the Offer Document.
If you are in any doubt as to the procedure for acceptance, please contact the Receiving Agent, Link Group on 0371 664 0321* if calling from within the UK, or +44 371 664 0321* if calling from outside the UK. *Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday excluding public holidays in England and Wales. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
Cambria Shareholders are reminded that a copy of the Offer Document is available on Cambria website at http://www.cambriaautomobilesplc.com/possible-offer.