Cambria Automobiles plc (LON:CAMB) have today provided the following update on acceptance levels and extension of offer.
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.
This Announcement relates to:
· the level of acceptances and interests in Cambria Shares as at the First Closing Date that count towards the Acceptance Condition, which is 74,758,859 Cambria Shares, representing approximately 74.76 per cent. of the issued share capital of Cambria, with the result that Bidco requires acceptances of the Offer in relation to a further 241,064 Cambria Shares, such that the aggregate acceptances together with Cambria Shares committed under the SPAs would be no less than 75% of Cambria’s issued share capital, which would enable Bidco to effect its intention of cancellation of listing of Cambria should the Offer become or be declared unconditional in all respects; and
· the extension of the Offer by Bidco to 1.00 p.m. on 10 September 2021.
LEVEL OF ACCEPTANCES AND INTERESTS IN CAMBRIA SHARES
As at the First Closing Date of the Offer, Bidco had received valid acceptances in respect of a total of 34,758,936 Cambria Shares, representing approximately 34.76 per cent. of the issued share capital of Cambria. So far as Bidco is aware, none of these acceptances have been received from persons acting in concert with Bidco.
Bidco received an irrevocable undertaking from Symmetry A/S on 3 September 2021 to accept the Alternative Offer in respect of a total of 3,050,000 Cambria Shares (the “Symmetry Irrevocable Undertaking“), representing approximately 3.05 per cent. of the Cambria Shares, which has been fulfilled at the First Closing Date and is included in the figures set out above.
In addition, as set out in the Offer Document, Mark Lavery and Nicola Lavery have agreed to contribute their interest in Cambria, representing approximately 40 per cent. of Cambria’s issued share capital, to Cambria Investments pursuant to the terms of the Lavery SPA, and these Cambria Shares will count towards the satisfaction of the Acceptance Condition.
Accordingly, as at close of business in London on 3 September 2021, Bidco may count 74,758,859 Cambria Shares, representing approximately 74.76 per cent. of the issued share capital of Cambria, towards satisfaction of the Acceptance Condition to the Offer.
Cambria Shareholders are reminded that, as a summary and subject to the fuller description in the Offer Document, the Acceptance Condition shall be satisfied should Bidco receive valid acceptances and/or agreed to acquire Cambria Shares in respect of not less than 75 per cent. (or such lesser percentage as Bidco may decide) of the Cambria Shares to which the Takeover Offer relates.
Further, Cambria Shareholders are reminded that, as set out in the Offer Document, Bidco has stated that if it has, by virtue of its shareholdings and acceptances of the Takeover Offer or otherwise, acquired or agreed to acquire not less than 75 per cent. of the issued share capital of Cambria, it is intended 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 Cambria. Bidco requires acceptances of the Offer in relation to a further 241,064 Cambria Shares to satisfy this threshold.
As at close of business in London on 3 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, including in relation to the 39,999,923 Cambria Shares subject to the terms of the SPAs, 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 AND ACTIONS TO BE TAKEN
Following the First Closing Date of the Offer at 1.00 p.m. on 3 September 2021, and Bidco’s announcement on 27 August 2021, Bidco announces an extension to the Offer, such that the Offer will remain open for acceptance until 1.00 p.m. on 10 September 2021.
Should there be any further extension of the Offer, this will be publicly announced by 8.00 a.m. on the Business Day following the day on which the Offer is due to expire, or such later time or date as the Panel may agree.
The Offer remains subject to the terms and conditions set out in the Offer Document.
Bidco reminds Cambria Shareholders that the Final Cash Offer is final and will not be increased, except that Bidco reserves the right to amend the Final Cash Offer if on or after the date of this Announcement, there is an announcement of a possible offer or firm intention to make an offer for Cambria by a third party.
Cambria Shareholders who have not yet accepted the Offer and who wish to do so should take action to accept the Offer as soon as possible. Details of the procedure for doing so are set out in the Offer Document available on Cambria’s website at http://www.cambriaautomobilesplc.com/possible-offer, and a summary of salient actions is contained in this Announcement.
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 Final Cash Offer becoming or being declared unconditional in all respects. Assuming the Takeover Offer becomes or is declared unconditional in all respects and that Bidco has, by virtue of its shareholdings and acceptances of the Takeover Offer or otherwise, acquired or agreed to acquire not less than 75 per cent. of the issued share capital of Cambria, it is intended 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.
RECOMMENDATION OF THE INDEPENDENT COMMITTEE
The Independent Committee, comprising Cambria Directors excluding Mark Lavery, who have been so advised by Rothschild & Co as to the financial terms of the Final Cash Offer, considers the terms of the Final Cash Offer to be fair and reasonable. In providing advice to the Independent Committee, Rothschild & Co has taken into account the commercial assessments of the Independent Committee.
Rothschild & Co is unable to advise the Independent Committee as to whether or not the terms of the Alternative Offer are fair and reasonable. This is because of the significant and variable impact of the disadvantages and advantages of the Alternative Offer for individual Cambria Shareholders including, in terms of the advantages, in particular, the ability to participate in the future value creation of Cambria and, in terms of the disadvantages, in particular, the terms of the Consideration Shares including the fact that they are illiquid and the level of uncertainty in their future value. For the reasons set out in paragraph 13 of Part 1 of the Offer Document, the Independent Committee continues to not be able to form an opinion as to whether or not the terms of the Alternative Offer are fair and reasonable and is not making any recommendation to Cambria Shareholders as to whether or not they should elect for the Alternative Offer.
Cambria Shareholders are reminded that, accordingly, the Independent Committee recommends unanimously that Cambria Shareholders accept the Final Cash Offer, as the members of the Independent Committee who hold Cambria Shares have irrevocably undertaken to do in respect of their own entire beneficial holdings in respect of the Final Cash Offer, amounting to 5,422,491 Cambria Shares, in aggregate, representing approximately 5.42 per cent. of the issued share capital of Cambria as at the last Business Day prior to the publication of the Offer Document.
ACTION TO BE TAKEN BY CAMBRIA SHAREHOLDERS TO ACCEPT THE OFFER
Acceptances of the Offer must be received by 1.00 p.m. on 10 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 10 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 10 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.