REG - Carr's Group PLC - Proposed Tender Offer
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RNS Number : 4952J Carr's Group PLC 21 May 2025
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 OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
21 May 2025
Carr's Group plc
("Carr's", the "Group" or the "Company")
Proposed Tender Offer of up to £70 million to Shareholders
Further to previous announcements on 16 January, 22 April and 7 May 2025, in
which Carr's stated its intention to return up to £70 million to Shareholders
(the "Capital Return") following completion of the sale of the Engineering
Division, the Company is pleased to announce the launch of the Capital Return
by way of a tender offer (the "Tender Offer").
The Tender Offer Resolution will be put to Shareholders at a General Meeting
to be held at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1
Duval Square, London E1 6PW, on 18 June 2025 at 10.00 a.m. (the "General
Meeting"). Whether or not Shareholders intend to attend the General Meeting,
Shareholders are encouraged to appoint a proxy to vote on the Tender Offer
Resolution as soon as possible in the manner set out in the Circular (as
defined further below).
The Tender Offer is not being made, directly or indirectly, in or into
Australia, Canada, Japan, New Zealand, the Republic of South Africa or any
other jurisdiction where to do so would breach any applicable law or
regulations (the "Restricted Jurisdictions"). The Tender Offer will only be
available to Qualifying Shareholders resident in a jurisdiction outside the
Restricted Jurisdictions.
Tender Offer Highlights
· The Tender Offer would return up to £70 million to Qualifying
Shareholders at a price of 163 pence per share (the "Tender Price") as a
result of the Company acquiring up to 42,944,785 ordinary shares of £0.025
each in the capital of the Company ("Ordinary Shares");
· The Tender Offer represents up to approximately 45.4 per cent. of the
Issued Ordinary Share Capital of Carr's as at 19 May 2025 (being the latest
practicable date prior to the release of this announcement (the "Latest
Practicable Date"));
· The Tender Price represents:
o a premium of approximately 16.0 per cent. to the closing price of 140.5
pence per Ordinary Share on the Latest Practicable Date; and
o a premium of approximately 25.6 per cent. to the volume weighted average
price per Ordinary Share over the one month to the Latest Practicable Date.
The Company intends to cancel all Ordinary Shares acquired in connection with
the Tender Offer.
The Tender Offer is conditional on, amongst other things, the approval of
Shareholders, which will be sought at a General Meeting.
The Tender Offer will open on 21 May 2025 and will close at 1.00 p.m. on 19
June 2025, unless such dates are altered by means of an announcement through a
Regulatory Information Service.
The Tender Offer consideration is expected to be despatched by no later than
30 June 2025 to Qualifying Shareholders who have successfully tendered their
Ordinary Shares.
Benefits of the Tender Offer
· Qualifying Shareholders have a choice as to whether they
participate in the Tender Offer or not, such that:
o the Tender Offer provides the opportunity for Qualifying Shareholders who
wish to reduce their holdings of Ordinary Shares to do so; and
o the Tender Offer allows Qualifying Shareholders who do not wish to receive
capital at this time to maintain their full investment in the Company;
· the Tender Offer is available to all Qualifying Shareholders
regardless of the size of their shareholdings;
· the Tender Offer enables the Company to return capital to Shareholders
at a market-driven price with a premium at the Latest Practicable Date; and
· the Tender Offer will reduce the number of Ordinary Shares in issue
and, assuming earnings stay the same, should have a positive impact on the
Company's earnings per share as the Company intends to cancel all Ordinary
Shares acquired in connection with the Tender Offer.
Proposed adoption of new Articles of Association
In addition to the Tender Offer Resolution, the Company is proposing a further
special resolution to adopt new articles of association (the "New Articles")
for the Company in substitution for, and to the exclusion of, the Company's
existing articles of association (the "Articles"). The New Articles
incorporate amendments to the Articles which would, among other things, permit
the Directors to change the Company's name by Board resolution. A summary of
the principal changes made in the New Articles is included in the Circular.
The adoption of the New Articles is not connected with the Tender Offer and
the Tender Offer is not conditional on the passing of the Articles Resolution.
Directors' Recommendation and Intentions to Tender
The Directors consider that the Tender Offer, the Tender Offer Resolution and
the Articles Resolution are each in the best interests of the Shareholders as
a whole. Accordingly, the Board unanimously recommends that Shareholders vote
in favour of each of the Tender Offer Resolution and the Articles Resolution,
as the Directors intend to do for their respective individual beneficial
holdings.
Furthermore, each of the Directors who holds Ordinary Shares intends to tender
such number of Ordinary Shares as is equal to their Individual Basic
Entitlement pursuant to the Tender Offer.
Publication of Circular
A shareholder circular (the "Circular"), containing the full terms and
conditions of the Tender Offer and instructions to Qualifying Shareholders on
how to tender their Ordinary Shares should they wish to do so, and convening
the General Meeting, will be despatched today.
The Circular (including the Notice of General Meeting) will also be published
on the Company's website at https://www.carrsgroup.com/
(https://www.carrsgroup.com/) .
A summary of the key terms of the Tender Offer is included later in this
announcement under the heading "Additional Information". This announcement
should be read in conjunction with the full text of the Circular, which sets
out the terms of the Tender Offer in full. Certain capitalised terms in this
announcement bear the meanings set out in the Circular.
This announcement contains inside information as defined under MAR. The person
responsible for arranging the release of this announcement on behalf of Carr's
is Paula Robertson.
Enquiries
Carr's Group plc +44 (0) 1228 554 600
Tim Jones, Chairman
Hudson Sandler +44 (0) 20 7796 4133
Nick Lyon / Hattie Dreyfus
Investec Bank plc (Financial Adviser & Joint Broker) +44 (0) 20 7597 5970
David Anderson / Will Brinkley / Tom Brookhouse
Cavendish Capital Markets Limited (Joint Broker) +44 (0) 207 397 1965
Adrian Hadden / Matt Lewis / Hamish Waller
About Carr's Group plc:
Carr's is a pure-play specialist Agriculture manufacturer and provider of
research proven, value-added livestock supplements such as feed licks, blocks,
bagged minerals and boluses.
The business operates manufacturing sites across three different countries,
selling expert-developed products under five globally respected and market
leading brands to over 20 countries worldwide.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Time and Date
Publication of the Circular 21 May 2025
Tender Offer opens 21 May 2025
Latest time and date for receipt of Forms of Proxy, CREST and electronic proxy 10.00 a.m. on 16 June 2025
appointments via www.signalshares.com or via the Proxymity Platform for the
General Meeting
Voting Record Time 6.00 p.m. on 16 June 2025
General Meeting 10.00 a.m. on 18 June 2025
Announcement of results of the General Meeting 18 June 2025
Latest time and date for receipt of Tender Forms and share certificates for 1.00 p.m. on 19 June 2025
tendered certificated Ordinary Shares in relation to the Tender Offer (i.e.
close of the Tender Offer)
Latest time and date for receipt of TTE Instructions for tendered 1.00 p.m. on 19 June 2025
uncertificated Ordinary Shares in relation to the Tender Offer (i.e. close of
the Tender Offer)
Tender Offer Record Time 6.00 p.m. on 19 June 2025
Announcement of results of the Tender Offer 20 June 2025
Purchase of Ordinary Shares under the Tender Offer 23 June 2025
CREST accounts credited in respect of Tender Offer proceeds for uncertificated no later than 30 June 2025
Ordinary Shares
CREST accounts credited for revised uncertificated holdings of Ordinary Shares no later than 30 June 2025
(or, in the case of unsuccessful tenders, for entire holdings of Ordinary
Shares)
Cheques despatched in respect of Tender Offer proceeds for certificated no later than 30 June 2025
Ordinary Shares
Return of share certificates in respect of unsuccessful tenders of no later than 30 June 2025
certificated Ordinary Shares
Despatch of balancing share certificates in respect of unsold certificated no later than 30 June 2025
Ordinary Shares
ADDITIONAL INFORMATION
Introduction
On 16 January 2025, Carr's announced it had agreed to dispose of its interests
in Carr's Engineering Limited and Carr's Engineering (US), Inc. (together
representing the "Engineering Division") to Cadre Holdings, Inc. for cash
consideration on a cash free, debt free basis, representing an enterprise
value of £75 million. At the same time, Carr's announced its intention to
return up to £70 million of the net proceeds from this disposal to
Shareholders by way of a Tender Offer. On 22 April 2025, Carr's announced that
the sale of the Engineering Division had completed.
The Company is pleased to announce today that it is proceeding with the Tender
Offer pursuant to which Qualifying Shareholders are invited to tender some or
all of their Ordinary Shares (with an Individual Basic Entitlement to tender
approximately 45.4% of the Ordinary Shares held by them at the Tender Offer
Record Time, rounded down to the nearest whole number) at a price of 163 pence
per Ordinary Share.
The purpose of this section of the announcement is to provide information
about the background to, and reasons for, the Tender Offer and why the Board
considers that the Tender Offer is in the best interests of the Shareholders
as a whole. The Circular also contains further details on the procedure that
should be followed by those Qualifying Shareholders wishing to participate in
the Tender Offer.
The implementation of the Tender Offer requires Shareholder approval of the
Tender Offer Resolution which will be proposed at the General Meeting on 18
June 2025 at 10.00 a.m. In addition to the Tender Offer Resolution, the
Company is proposing a further special resolution to adopt New Articles in
place of the Company's existing Articles. The adoption of the New Articles is
not connected with the Tender Offer and the Tender Offer is not conditional on
the passing of the Articles Resolution.
Background to and reasons for the Tender Offer
In December 2023, it was announced that the Group's Board and executive team
were conducting a review of the Group's operational performance, structure and
composition of the Group's operations.
On 18 April 2024, following completion of that review process and as part of
the interim results update, Carr's announced that the Board had concluded that
continuing with two divisions (Agriculture and Engineering) was an inefficient
operating model, particularly given the lack of synergistic benefits and
resultant central overheads, both of which were dilutive to management's and
investment focus. Furthermore, the Board believed each of the Engineering
Division and the Agriculture Division held material value creation
opportunities; however, the Agriculture Division would be optimised in the
medium term through transformation plans developed and implemented by recently
appointed management, whilst the Engineering Division represented a near-term
opportunity.
Consequently, the Board ran a formal sale process to explore options to
maximise shareholder value with regard to the Engineering Division.
As noted above and as a conclusion to the formal sale process on 16 January
2025, Carr's announced that it had agreed to dispose of its interests in its
Engineering Division to Cadre Holdings, Inc. for cash with an enterprise value
of £75 million and its intention to distribute up to £70 million of the net
cash proceeds from the sale to Shareholders. Completion of the sale of the
Engineering Division was announced on 22 April 2025.
On 7 May 2025, the Company announced its interim results for the period ended
28 February 2025. Following the sale of the Engineering Division and on the
basis of these results, the Company now wishes to return up to £70 million to
Shareholders.
Throughout this time, the Board has been considering options, taking
independent advice throughout the process, for returning capital that exceeds
the Company's foreseeable future investment needs to Shareholders. The Board
has determined, following careful consideration and selective consultation
with Shareholders, that the Tender Offer would be the most appropriate method
of returning capital to Shareholders in a quick and efficient manner.
Details of the Tender Offer
Full details of the Tender Offer, including the terms and conditions on which
it is made, are set out in Part IV of the Circular and in the Tender Form.
Shareholders do not have to tender any Ordinary Shares.
Tenders will only be accepted at the Tender Price. The Tender Price represents
a premium of approximately 16.0% to the closing price of 140.5 pence per
Ordinary Share on 19 May 2025 (being the Latest Practicable Date) and
represents a premium of approximately 25.6% to the volume weighted average
price per Ordinary Share over the one month to the Latest Practicable Date.
The Tender Offer is conditional on, among other things,:
(a) the passing of the Tender Offer Resolution set out in the
Notice of General Meeting; and
(b) the Tender Offer not having been terminated in accordance
with paragraph 10 of Part IV of the Circular.
The Tender Offer is also conditional on the other matters specified in
paragraph 2.1 of Part IV of the Circular. The Tender Offer is not conditional
on the passing of the Articles Resolution set out in the Notice of General
Meeting.
Ordinary Shares tendered by Qualifying Shareholders will only be accepted in
respect of Ordinary Shares registered in their names on the Register at the
Tender Offer Record Time.
Under the Tender Offer:
(a) Investec will acquire (acting as principal and not as agent,
nominee or trustee) up to 42,944,785 Ordinary Shares, representing up to
approximately 45.4% of Carr's' Issued Ordinary Share Capital at the Latest
Practicable Date from the Qualifying Shareholders at the Tender Price.
Investec has in turn the right to require Carr's to acquire from it, and
Carr's has the right to require Investec to sell to it, such Ordinary Shares
purchased by Investec under the Tender Offer, at the Tender Price, under the
Repurchase Agreement, details of which are set out in Part IV of the Circular.
All Ordinary Shares acquired by Carr's from Investec will be automatically
cancelled by Carr's;
(b) there is no obligation on Shareholders to participate in the
Tender Offer;
(c) each Qualifying Shareholder will be entitled to offer for
purchase up to their Individual Basic Entitlement, which will be approximately
45.4% of the Ordinary Shares registered in their name at the Tender Offer
Record Time, rounded down to the nearest whole number and subject to no
outstanding options to subscribe for Ordinary Shares (as set out in Part II of
the Circular) being exercised by anyone after the date of the Circular and
before the Tender Offer Record Time. In addition, Qualifying Shareholders may
offer for purchase more than their Individual Basic Entitlement to the extent
that other Qualifying Shareholders tender less than their Individual Basic
Entitlement;
(d) the maximum number of Ordinary Shares that may be purchased under
the Tender Offer is 42,944,785 Ordinary Shares for a maximum aggregate
consideration of up to £70 million;
(e) if the aggregate purchase price (calculated at the Tender Price)
of all validly tendered Ordinary Shares exceeds £70 million, not all the
Ordinary Shares validly tendered will be accepted and purchased. In these
circumstances, the number of Ordinary Shares which will be accepted and
purchased will be calculated in accordance with the terms and conditions of
the Tender Offer (as set out in Part IV of the Circular), which are as
follows:
(i) all Ordinary Shares validly tendered by Qualifying Shareholders up
to their respective Individual Basic Entitlement will be accepted and
purchased in full and will not be scaled down; and
(ii) all Ordinary Shares validly tendered by Qualifying Shareholders in
excess of their Individual Basic Entitlement, will be scaled down pro rata to
the total number of such Ordinary Shares tendered in excess of the aggregate
Individual Basic Entitlement if and to the extent necessary, such that the
total number of Ordinary Shares purchased pursuant to the Tender Offer does
not exceed 42,944,785 and the maximum total cost of the Ordinary Shares
purchased pursuant to the Tender Offer does not exceed £70 million.
Please refer to question 7 of Part II of the Circular for additional
information including worked examples of calculations of the Individual Basic
Entitlement and treatment of excess entitlements. Ordinary Shares not validly
tendered will not be purchased.
The Ordinary Shares successfully tendered under the Tender Offer will be
subsequently acquired by Carr's from Investec pursuant to the Repurchase
Agreement and cancelled and will not rank for any future dividends.
The Issued Ordinary Share Capital of Carr's on the Latest Practicable Date was
94,532,112. If the Tender Offer is implemented in full, this will result in
the purchase of 42,944,785 Ordinary Shares (representing approximately 45.4%
of the Issued Ordinary Share Capital of Carr's as at the Latest Practicable
Date). The Issued Ordinary Share Capital of Carr's following the cancellation
of the Ordinary Shares (after Carr's has acquired all validly tendered and
purchased Ordinary Shares from Investec) will be 51,587,327, assuming the
Tender Offer is implemented in full and no further options are exercised for
newly issued shares in the interim.
Shareholders should note that the Issued Ordinary Share Capital numbers
referred to in the paragraph above take no account of any further dilution
which may be caused by the ongoing operation of the Share Plans, which is
explained in further detail in paragraph 2.9 of Part I of the Circular. The
percentage represented by the Individual Basic Entitlement has been calculated
by reference to the maximum number of Ordinary Shares that may be acquired
under the Tender Offer, divided by the fully diluted Issued Ordinary Share
Capital as at the Tender Offer Record Time (i.e. assuming all options capable
of exercise on or before the Tender Offer Record Time have been exercised and
form part of the Issued Ordinary Share Capital).
Qualifying Shareholders should consider carefully all of the information
contained in the Circular as well as their personal circumstances when
deciding whether to participate in the Tender Offer.
Taxation
Shareholders should be aware that there will be tax considerations that they
should take into account when deciding whether or not to participate in the
Tender Offer. Summary details of certain UK taxation considerations are set
out in Part V of the Circular.
This information is for guidance only and does not constitute tax advice. If
you are in any doubt as to your tax position, or if you are subject to tax in
a jurisdiction other than the UK, you should consult an independent
professional adviser.
Overseas Shareholders
The attention of Shareholders who are not resident in the United Kingdom is
drawn to paragraph 11 of Part IV of the Circular.
The attention of Shareholders who are resident in the United States is drawn
to the Notice for US Shareholders on page 3 of the Circular. If you are in any
doubt about your position, you should consult your professional adviser in the
relevant jurisdiction.
Takeover Code
Rule 9 of the Takeover Code applies to any person who acquires an interest in
shares which, when taken together with shares in which persons acting in
concert with him are interested, carry 30 per cent. or more of the voting
rights of a company which is subject to the Takeover Code. Any such person is
required to make a general offer to all shareholders of that company to
acquire their shares in cash at not less than the highest price paid by such
person, or by any person acting in concert with him, for any interest in
shares within the 12 months prior to the offer. Such an offer under Rule 9 of
the Takeover Code must also be made where any person who, together with
persons acting in concert with him, holds not less than 30 per cent. but not
more than 50 per cent. of the voting rights in the company and such person, or
any person acting in concert with him, acquires an interest in any other
shares which increase the percentage of shares carrying voting rights in which
he is interested.
When a company purchases its own voting shares, any resulting increase in the
percentage of voting rights held by a shareholder, or group of shareholders
acting in concert, will be treated as an acquisition for the purpose of Rule
9.
Investec may purchase, as principal and not as agent, nominee or trustee,
Ordinary Shares under the Tender Offer, which could result in Investec owning
30 per cent. or more of the Issued Ordinary Share Capital. It is also possible
that entities within the group of which Investec is part hold or come to hold
other interests in the Issued Ordinary Share Capital and that, in certain
cases, those interests could be subject to aggregation with any Ordinary
Shares acquired under the Tender Offer for the purposes of Rule 9 of the
Takeover Code. As such, it is possible that the aggregated holdings of
Investec and persons in concert with it could result in a requirement to make
a general offer under Rule 9.
Investec has indicated its intention that, shortly after the purchase of
Ordinary Shares under the Tender Offer, it will sell all those Ordinary Shares
to the Company for cancellation. Accordingly, a waiver has been obtained from
the Panel on Takeovers and Mergers in respect of the application of Rule 9 to
the purchase by Investec of Ordinary Shares under the Tender Offer.
Risk factors relating to the Tender Offer
Shareholders should consider carefully all of the information set out in the
Circular, including in particular the risks described in Part III, as well as
their personal circumstances, prior to making any decision as to whether or
not to tender Ordinary Shares in the Tender Offer.
The Group's business, results of operations, cash flow, financial condition,
revenue, profits, assets, liquidity and capital resources could be materially
adversely affected by any of the risks described in Part III of the Circular.
In such case, the market price of the Ordinary Shares may decline and
investors could lose all or part of their investment. Additional risks and
uncertainties in relation to the Group that are not currently known to it, or
that it currently deems immaterial, may also have a material adverse effect on
the Group's business, financial condition and operating results.
General Meeting
Implementation of the Tender Offer requires the approval of the Tender Offer
Resolution by Shareholders at a general meeting of the Company.
Furthermore, adoption of the New Articles requires the approval of the
Articles Resolution by Shareholders at a general meeting of the Company.
Accordingly a Notice of General Meeting is set out at the end of the Circular
convening the General Meeting to be held at the offices of Ashurst LLP, London
Fruit & Wool Exchange, 1 Duval Square, London E1 6PW on 18 June 2025 at
10.00 a.m.
Each of the Tender Offer Resolution and Articles Resolution will be proposed
at the General Meeting as a special resolution, the passing of which requires
at least 75 per cent. of the votes cast (whether in person or by proxy) to be
in favour. The Tender Offer is not conditional on the passing of the Articles
Resolution.
The Tender Offer Resolution seeks authority to make market purchases of
Ordinary Shares in connection with the Tender Offer. The Tender Offer
Resolution specifies the maximum number of Ordinary Shares which may be
acquired, and the fixed price at which Ordinary Shares may be acquired,
pursuant to this authority. The authority sought will expire at the conclusion
of the Company's annual general meeting in 2026.
Actions to be taken at the General Meeting
A Form of Proxy for use in relation to the General Meeting which covers the
Tender Offer Resolution and the Articles Resolution will accompany the
Circular. Whether or not you intend to attend the General Meeting, and save
where Shareholders have been deemed to have consented or have elected to
receive electronic Shareholder communications, you are urged to complete, sign
and return the Form of Proxy in accordance with the instructions printed
thereon and the notes to the Notice of General Meeting.
As an alternative to completing and returning the Form of Proxy, you may
register the appointment of a proxy for the General Meeting by:
(a) accessing the website www.signalshares.com;
(b) if you hold Ordinary Shares in CREST, you may appoint a
proxy by completing and transmitting a CREST Proxy Instruction in accordance
with the procedures set out in the CREST Manual so that it is received by the
Company's Registrar, MUFG Corporate Markets, (under CREST Participant ID RA10)
by no later than 10.00 a.m. on 16 June 2025 (or, in the case of an
adjournment, not later than 48 hours before the time fixed for the holding of
the adjourned meeting (excluding any part of a day which is non-working)); or
(c) if you are an institutional investor, you may also be able
to appoint a proxy electronically via the Proxymity platform.
Guidance notes to assist you to complete the Form of Proxy or to register the
appointment of a proxy electronically via www.signalshares.com or via the
Proxymity platform or to complete and transmit a CREST Proxy Instruction are
set out in the Notice of General Meeting in the Circular.
If you have any questions relating to the Circular and/or the completion and
return of the Form of Proxy, please contact MUFG Corporate Markets on +44 (0)
371 664 0321. Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00 a.m. and 5.30
p.m. (London time), Monday to Friday excluding public holidays in England and
Wales. Alternatively, you can email MUFG Corporate Markets at
shareholderenquiries@cm.mpms.mufg.com. Please note that MUFG Corporate Markets
cannot provide any financial, legal or tax advice and calls may be recorded
and monitored for security and training purposes.
Actions to be taken in relation to the Tender Offer
If you are a Qualifying Shareholder and hold your Ordinary Shares in
certificated form and you wish to tender all or any of your Ordinary Shares,
you should complete the Tender Form in accordance with the instructions
printed on it and in Part IV of the Circular and return it by post or by hand
(during normal business hours only) to MUFG Corporate Markets, at Corporate
Actions, Central Square, 29 Wellington Street, Leeds LS1 4DL, together with
your share certificate(s) and/or other document(s) of title or a satisfactory
indemnity in lieu thereof in respect of the Ordinary Shares tendered.
Completed Tender Forms must be received by no later than 1.00 p.m. on 19 June
2025.
If you are a Qualifying Shareholder and hold your Ordinary Shares in
uncertificated form and you wish to tender all or any of your Ordinary Shares,
you should send a TTE Instruction and follow the procedures set out in Part IV
of the Circular in respect of tendering uncertificated Ordinary Shares so that
the TTE Instruction settles by no later than 1.00 p.m. on 19 June 2025.
If you have any questions about the procedure for tendering Ordinary Shares or
making a TTE Instruction, you require extra copies of the Circular or the
Tender Form or you want help filling in the Tender Form, please telephone the
Shareholder Helpline operated MUFG Corporate Markets by telephone on +44 (0)
371 664 0321. Lines are open between 9.00 a.m. and 5.30 p.m. (London time),
Monday to Friday excluding public holidays in England and Wales. Please note
that calls to these numbers may be monitored or recorded for security and
training purposes. Calls to the Shareholder Helpline are charged at the
standard geographic rate and will vary by provider. Calls outside the United
Kingdom are charged at applicable international rates. Different charges may
apply to calls made from mobile telephones. Please note that for legal reasons
the Shareholder Helpline will only be able to provide information contained in
the Circular and the Tender Form and will be unable to give advice on the
merits of the Tender Offer or to provide financial, investment or taxation
advice.
Further details of the procedure for tendering and settlement are set out in
Part IV of the Circular and, in the case of holders of Ordinary Shares in
certificated form, in the Tender Form.
Shareholders who do not wish to sell any Ordinary Shares under the Tender
Offer should take no action in relation to the Tender Form and should not make
any TTE Instruction. Please see question 11 in Part II of the Circular for
further information.
Irrevocable Undertaking
The Company has received an irrevocable undertaking from Harwood Capital to
support the Tender Offer. Pursuant to that irrevocable undertaking, Harwood
Capital has undertaken to vote in favour of the Resolutions in respect of its
beneficial holding of 19,750,000(( 1 )) Ordinary Shares, representing
approximately 20.9% of the Issued Ordinary Share Capital as at the Latest
Practicable Date and not (other than in connection with the Tender Offer) to
sell, or otherwise dispose of, the Ordinary Shares which are the subject of
the undertaking.
Furthermore, Harwood Capital has irrevocably undertaken to tender, in
aggregate, such number of Ordinary Shares under the Tender Offer at the Tender
Price that represents an amount which is not less than its Individual Basic
Entitlement.
Board intentions to tender Ordinary Shares
Each of the Directors who holds Ordinary Shares intends to tender such number
of Ordinary Shares as is equal to their Individual Basic Entitlement pursuant
to the Tender Offer.
Recommendation
The Directors consider that the Tender Offer, the Tender Offer Resolution and
the Articles Resolution are each in the best interests of the Shareholders as
a whole. Accordingly, the Board unanimously recommends that Shareholders vote
in favour of each of the Tender Offer Resolution and the Articles Resolution,
as the Directors intend to do for their respective individual beneficial
holdings of, in aggregate, 230,465 Ordinary Shares, representing approximately
0.2% of the Issued Ordinary Share Capital as at the Latest Practicable Date.
The Board makes no recommendation to Shareholders in relation to participation
in the Tender Offer itself or the Tender Price. Whether or not Shareholders
decide to tender all, or any, of their Ordinary Shares will depend on, among
other things, their view of the Company's prospects and their own individual
circumstances, including their own financial and tax position. Shareholders
are required to take their own decision and are recommended to consult with
their duly authorised independent financial or professional adviser.
DEFINITIONS
£ or GBP or Sterling or pence or p the lawful currency of the United Kingdom;
Articles the Company's articles of association, as amended from time to time;
Articles Resolution the special resolution in relation to the adoption of the New Articles to be
proposed at the General Meeting, as set out in the Notice of General Meeting;
Board or Directors the directors of the Company as at the date of this announcement;
Carr's or Carr's Group plc or Company Carr's Group plc, a public limited company incorporated in England and Wales,
with registered number 00098221;
certificated form or in certificated form in relation to a share or other security, a share or other security title to
which is recorded in the relevant register of the share or other security as
being held in certificated form (that is, not in CREST);
Circular the circular to be sent to Shareholders containing details of the Tender Offer
and General Meeting;
CREST the electronic transfer and settlement system for the paperless settlement of
trades in listed securities and the holding of uncertificated securities in
accordance with the CREST Regulations operated by Euroclear;
CREST Manual the manual, as amended from time to time, produced by Euroclear describing the
CREST system and supplied by Euroclear to users and participants thereof;
CREST member a person who has been admitted by Euroclear as a system-member (as defined in
the CREST Regulations);
CREST Participant a person who is, in relation to CREST, a system participant (as defined in the
CREST Regulations);
CREST Proxy Instruction proxy appointment or instruction made via CREST authenticated in accordance
with Euroclear's specifications and containing the information set out in the
CREST Manual;
CREST Regulations the UK Uncertificated Securities Regulations 2001 (as amended);
Deferred Bonus Share Plan or DBSP an award scheme for senior executives of Carr's as set out at paragraph 2.9 of
Part VI (Additional Information) of the Circular;
Disclosure Guidance and Transparency Rules the disclosure guidance and transparency rules made by the FCA for the purpose
of Part 6 of FSMA;
Engineering Division Carr's Engineering Limited and Carr's Engineering (US) Inc. and where the
content so permits, their direct and indirect subsidiaries;
Euroclear Euroclear UK & International Limited, the operator of CREST;
FCA or Financial Conduct Authority the UK Financial Conduct Authority or its successor from time to time;
Form of Proxy the form of proxy for use at the General Meeting, which is being made
available with the Circular;
FSMA the Financial Services and Markets Act 2000, as amended, modified or
re-enacted from time to time;
General Meeting the general meeting of the company to be held at 10.00 a.m. on 18 June 2025,
or any adjournment thereof, notice of which is set out in the Circular;
Group Carr's and its subsidiary undertakings and associated undertakings and, where
the context permits, each of them;
Harwood Capital the Harwood Capital group, including Oryx International Growth Fund Limited
and North Atlantic Smaller Companies Investment Trust plc;
Individual Basic Entitlement the entitlement of a Qualifying Shareholder under the Tender Offer to tender
approximately 45.4% of the Ordinary Shares registered in their name at the
Tender Offer Record Time, rounded down to the nearest whole number of Ordinary
Shares;
Investec Investec Bank plc;
Issued Ordinary Share Capital the issued Ordinary Shares in the capital of the Company;
Latest Practicable Date 19 May 2025, being the latest practicable date prior to publication of this
announcement;
Listing Rules the listing rules of the FCA made pursuant to Part VI of FSMA;
London Stock Exchange or LSE the London Stock Exchange plc or its successor(s);
LTIP the Company's Long Term Incentive Plan 2023 as set out at paragraph 2.9 of
Part VI (Additional Information) of the Circular;
New Articles the proposed new articles of association, details of which are set out in the
Circular;
Notice of General Meeting or Notice of GM the notice of the General Meeting which appears in the Circular;
Ordinary Shares ordinary shares of £0.025 each in the share capital of the Carr's;
Overseas Shareholders a Shareholder who is a resident in, or a citizen of, a jurisdiction outside
the United Kingdom;
Participant ID the identification code or membership number used in CREST to identify a
particular CREST member or other CREST Participant;
PRA Prudential Regulation Authority;
Qualifying Shareholder Shareholders who are entitled to participate in the Tender Offer, being those
who are on the Register at the Tender Offer Record Time and, in the case of US
Shareholders only, those who are Qualifying US Shareholders and excluding
those in a Restricted Jurisdiction;
Qualifying US Shareholder a US Shareholder who is on the Register at the Tender Offer Record Time and is
(i) a Major US Institutional Investor, or (ii) a US registered broker-dealer,
whether acting as principal for its own account or as agent for others, or
(iii) a bank acting pursuant to an applicable exemption from the definition of
broker or dealer, in each case as construed for purposes of Rule 15a-6 under
the US Securities Exchange Act of 1934, as amended;
Register the Company's register of members;
Registrar or Receiving Agent MUFG Corporate Markets, which is the trading name MUFG Corporate Markets (UK)
Limited, having its registered office at Central Square, 29 Wellington Street,
Leeds LS1 4DL;
Regulatory Information Service or RIS any of the services set out in appendix II to the Listing Rules;
Repurchase Agreement the Repurchase Agreement between Investec and the Company dated 21 May 2025;
Resolutions the Articles Resolution and the Tender Offer Resolution;
Restricted Jurisdiction each and any of Australia, Canada, Japan, New Zealand, the Republic of South
Africa and any other jurisdiction where the mailing of the Circular or its
accompanying documents, or the extension of the Tender Offer, in the manner
contemplated by the Circular into or inside such jurisdiction would constitute
a violation of the laws of such jurisdiction;
Share Plans the DBSP, the LTIP and the Sharesave Scheme;
Shareholder Helpline the helpline available to Shareholders in connection with the Tender Offer in
respect of Ordinary Shares;
Shareholders the holders for the time being of Ordinary Shares and "Shareholder" shall be
construed accordingly;
ShareSave Scheme an award scheme for eligible employees of Carr's as set out at paragraph 2.9
of Part VI (Additional Information) of the Circular;
Takeover Code the City Code on Takeovers and Mergers, as amended from time to time;
Tender Form the form for use by Ordinary Shareholders who hold Ordinary Shares in
certificated form in connection with the Tender Offer;
Tender Offer the invitation to Shareholders to tender Ordinary Shares on the terms and
conditions set out in the Circular and also, in the case of certificated
Ordinary Shares only, the Tender Form;
Tender Offer Record Time 6.00 p.m. on 19 June 2025;
Tender Offer Resolution the special resolution in relation to the Tender Offer to be proposed at the
General Meeting, as set out in the Notice of General Meeting;
Tender Price 163 pence being the price per Ordinary Share at which Ordinary Shares will be
purchased pursuant to the Tender Offer;
TTE Instruction a transfer to escrow instruction (as defined by the CREST Manual);
uncertificated form in relation to a share or other security, a share or other security title to
which is recorded in the relevant register of the share or other security as
being held in uncertificated form in CREST and title to which, by virtue of
the Uncertified Securities Regulations, may be transferred by means of CREST;
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland, its territories and
dependencies;
US or United States the United States of America, its territories and possessions, any State of
the United States of America and the District of Columbia;
US Exchange Act the US Securities Exchange Act of 1934, as amended; and
US Shareholders Shareholders who are located in or citizens of the United States.
IMPORTANT NOTICE
This announcement or any part of it is not intended to, and does not
constitute or form part of any offer to issue or sell, or the solicitation of
an offer to acquire, purchase or subscribe for, any securities. The full terms
and conditions of the Tender Offer will be set out in the Circular, which
shareholders are advised to read in full. Any response to the Tender Offer
should be made only on the basis of the information in the Circular.
Investec Bank plc ("Investec"), which is authorised in the United Kingdom by
the Prudential Regulation Authority (the "PRA") and regulated in the United
Kingdom by the Financial Conduct Authority ("FCA") and the PRA, is acting
exclusively for Carr's as financial adviser and for no one else in connection
with this announcement, the Circular and the Tender Offer and will not regard
any other person as its client in relation to this announcement, the Circular
or the Tender Offer and accordingly will not be responsible to anyone other
than Carr's for providing the protections afforded to its clients, or for
providing advice in connection with the Tender Offer, the contents of this
announcement or the Circular or any other transaction, arrangement or other
matter referred to in this announcement or the Circular as relevant.
Apart from the responsibilities and liabilities, if any, which may be imposed
on Investec under the Financial Services and Markets Act 2000, as amended,
modified or re-enacted from time to time ("FSMA") or the regulatory regime
established thereunder: (i) neither Investec nor any persons associated or
affiliated with Investec nor any of Investec's branches or subsidiaries
accepts any responsibility whatsoever or makes any warranty or representation,
express or implied, in relation to the contents of this announcement or the
Circular, including their accuracy, completeness or verification or for any
other statement made or purported to be made by, or on behalf of it, Carr's or
the Directors, in connection with Carr's and/or the Tender Offer; and (ii)
Investec accordingly disclaims, to the fullest extent permitted by law, all
and any liability whatsoever, whether arising in tort, contract or otherwise
(save as referred to above) which it might otherwise be found to have in
respect of this announcement or the Circular or any such statement.
Cautionary statement regarding forward-looking statements
This announcement includes statements that are, or may be deemed to be,
forward-looking statements beliefs or opinions. These forward-looking
statements can be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "plans", "projects",
"anticipates", "expects", "intends", "may", "will", or "should" or, in each
case, their negative or other variations or comparable terminology. These
forward-looking statements include matters that are not historical facts. They
appear in a number of places throughout this announcement and include
statements regarding the Directors' current intentions, beliefs or
expectations concerning, among other things, the Group's results of operations
and financial condition and the Group's liquidity, prospects, growth,
strategies and markets. These statements are made by the Directors in good
faith based on the information available to them at the date of this
announcement and reflect the Directors' beliefs and expectations.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future. Actual results and developments could differ materially
from those expressed or implied by the forward-looking statements.
Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements in this announcement, including the
Directors' current view with respect to future events, are subject to risks
relating to future events and other risks and uncertainties and are based on
assumptions relating to the Group's operations, results of operations, growth
strategy and liquidity. You should specifically consider the factors
identified in this announcement which could cause actual results to differ
before making any decision in relation to the Tender Offer. Whilst the
Directors consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as required by law,
the FCA, the London Stock Exchange, the Market Abuse Regulation (EU) No
596/2014 as it forms part of the laws of the United Kingdom from time to time,
the Disclosure Guidance and Transparency Rules of the FCA or the UK Listing
Rules of the FCA and guidance notes published by the London Stock Exchange
from time to time, the Company undertakes no obligation to publicly release
the results of any revisions to any forward-looking statements in this
announcement that may occur due to any change in the Directors' expectations
or to reflect events or circumstances after the date of this announcement.
No statement in this announcement is or is intended to be a profit forecast or
estimate for any period and no statement in this announcement should be
interpreted to mean that the earnings of the Group for the current or future
financial years will necessarily match or exceed the historical or published
earnings of the Group.
Overseas Shareholders
The making of the Tender Offer in, or to persons resident in, jurisdictions
outside the United Kingdom or to persons who are citizens, residents or
nationals of other countries may be affected by the laws of the relevant
jurisdiction. Shareholders who are not resident in the United Kingdom, or who
are citizens, residents or nationals of countries outside the United Kingdom
should inform themselves about and observe any applicable legal requirements.
It is the responsibility of any Overseas Shareholder wishing to take up the
Tender Offer to satisfy themselves as to the full observance of the laws of
the relevant jurisdiction in connection therewith, including the obtaining of
any governmental or other consents which may be required, the compliance with
other necessary formalities and the payment of any transfer or other taxes or
other requisite payments due in such jurisdiction. Each Overseas Shareholder
will be responsible for any such transfer or other taxes or other requisite
payments by whomsoever payable and the Company, the Receiving Agent and
Investec and any person acting on their behalf shall be fully indemnified and
held harmless by such Shareholder on an after-tax basis for any such transfer
or other taxes or other requisite payments such person may be required to pay.
No steps have been taken to qualify the Tender Offer or to authorise the
extending of the Tender Offer or the distribution of the Tender Form in any
territory outside the United Kingdom.
In particular, the Tender Offer is not being made directly or indirectly in,
into or from or by use of the mail or by any means or instrumentality
(including, without limitation, facsimile transmission, telex and telephone)
of interstate or foreign commerce, or of any facility of a national securities
exchange, of a Restricted Jurisdiction and the Tender Offer cannot be accepted
by any such use, means, instrumentality or facility or from within a
Restricted Jurisdiction. Accordingly, copies of the Circular and the Tender
Form will not and must not be mailed or otherwise distributed or sent in,
into, or from a Restricted Jurisdiction, including to Shareholders with
registered addresses in a Restricted Jurisdiction, or to persons who are
custodians, nominees or trustees holding Ordinary Shares for persons in a
Restricted Jurisdiction.
If, in connection with making the Tender Offer, notwithstanding the
restrictions described above, any person (including, without limitation,
custodians, nominees and trustees), whether pursuant to a contractual or legal
obligation or otherwise, forwards the Tender Form in, into or from a
Restricted Jurisdiction or uses the mails of, or any means or instrumentality
(including, without limitation, facsimile transmission, telex and telephone)
of interstate or foreign commerce, or any facility of a national securities
exchange, of a Restricted Jurisdiction in connection with such forwarding,
such persons should (a) inform the recipient of such fact; (b) explain to the
recipient that such action may invalidate any purported acceptance of the
Tender Offer by the recipient; and (c) draw the attention of the recipient to
this section of this paragraph.
The provisions of this paragraph and/or any other terms of the Tender Offer
relating to Overseas Shareholders may be waived, varied or modified as regards
specific Shareholders or on a general basis by Investec in its discretion
(with the consent of the Company), but only if Investec is satisfied that such
waiver, variation or modification will not constitute or give rise to a breach
of applicable securities or other law. Subject to this, the provisions of this
paragraph headed "Overseas Shareholders" supersede any terms of the Tender
Offer inconsistent therewith.
U.S. Shareholders
The Tender Offer relates to securities in a non-US company and is subject to
the disclosure requirements, rules and practices applicable to companies
listed in the UK, which differ from those of the United States in certain
material respects. The financial information relating to the Company, which is
available for review on the Company's website (https://www.carrsgroup.com/),
has not been prepared in accordance with generally accepted accounting
principles in the United States and thus may not be comparable to financial
information relating to US companies.
The Tender Offer is not subject to the disclosure and other procedural
requirements of Regulation 14D under the US Exchange Act of 1934, as amended
(the "US Exchange Act"). The Tender Offer will be made solely to Qualifying US
Shareholders in the United States in accordance with the requirements of
Regulation 14E under the US Exchange Act to the extent applicable. Certain
provisions of Regulation 14E under the US Exchange Act are not applicable to
the Tender Offer by virtue of the Tier II exemptions provided by Rule 14d-1(d)
under the US Exchange Act. The Company intends to rely on the Tier II
exemption from Rule 14e-1(c) on prompt payment where it will follow English
law and practice. US Shareholders should note that the Ordinary Shares are not
listed on a US securities exchange and the Company is not subject to the
periodic reporting requirements of the US Exchange Act and is not required to,
and does not, file any reports with the US Securities and Exchange Commission
thereunder.
It may be difficult for US Shareholders to enforce certain rights and claims
arising in connection with the Tender Offer under US federal securities laws
since the Company is located outside the United States and most of its
officers and directors reside outside the United States. It may not be
possible to sue a non-US company or its officers or directors in a non-US
court for violations of US securities laws. It also may not be possible to
compel a non-US company or its affiliates to subject themselves to a US
court's judgment.
The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US
person will be a taxable transaction for US federal income tax purposes.
Shareholders should consult and seek individual advice from an appropriate
professional adviser.
To the extent permitted by applicable law and in accordance with normal UK
practice, the Company, Investec or any of their respective affiliates, may
make certain purchases of, or arrangements to purchase, Ordinary Shares
outside the United States before or during the period in which the Tender
Offer remains open for participation, including sales and purchases of
Ordinary Shares effected by Investec acting as market maker in the Ordinary
Shares. These purchases, or other arrangements, may occur either in the open
market at prevailing prices or in private transactions at negotiated prices.
In order to be excepted from the requirements of Rule 14e-5 under the US
Exchange Act by virtue of Rule 14e-5(b)(12) thereunder, such purchases, or
arrangements to purchase, must comply with applicable English law and
regulation, including the Listing Rules, and the relevant provisions of the US
Exchange Act. Any information about such purchases will be disclosed as
required in the UK and the US and, if required, will be reported via a
Regulatory Information Service and will be available on the London Stock
Exchange website at http://www.londonstockexchange.com.
While the Tender Offer is being made available to Qualifying US Shareholders
in the United States, the right to tender Ordinary Shares is not being made
available in any jurisdiction in the United States in which the making of the
Tender Offer or the right to tender such Ordinary Shares would not be in
compliance with the laws of such jurisdiction.
This announcement has not been approved, disapproved or otherwise recommended
by the US Securities and Exchange Commission or any US state securities
commission and such authorities have not confirmed the accuracy or determined
the adequacy or completeness of this announcement or passed upon the fairness
of the Tender Offer. Any representation to the contrary is a criminal offence
in the United States.
1 The irrevocable undertaking given by Harwood Capital does not extend to
the Ordinary Shares it holds on behalf of its private clients.
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