Press Releases
Francois-Charles Oberthur Fiduciaire S.A. (“Oberthur”) confirms approach to De La Rue plc (“De La Rue”) regarding cash proposal
Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
This is an announcement falling under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code") and does not constitute an announcement of a firm intention to make an offer or to pursue any other transaction under Rule 2.5 of the Code. Accordingly, De La Rue shareholders are advised that there can be no certainty that a formal offer for De La Rue will be forthcoming.
6 December 2010
For Immediate Release
Francois-Charles Oberthur Fiduciaire S.A. (“Oberthur”) confirms approach
to De La Rue plc (“De La Rue”) regarding cash proposal
Further to the announcement made by the Board of De La Rue today, Oberthur confirms that it has made approaches to the Board of De La Rue to explore the possibility of Oberthur making a recommended cash offer for all of the outstanding share capital of De La Rue. The Board of De La Rue has thus far refused to enter into discussions and rejected Oberthur’s approaches, including an indicative all-cash proposal, put forward on 10 November 2010, at 905 pence per share.
This indicative proposal was put forward by Oberthur to the Board of De La Rue prior to De La Rue's announcement on 23 November 2010 of a proposed interim dividend of 14.1 pence per De La Rue share for the half year ended 25 September 2010 to be paid on 12 January 2011. In the event that this interim dividend is paid, the price of any offer, if made, would be reduced by 14.1 pence per share. In addition, Oberthur reserves the right to reduce the price of any offer by an amount equal to any dividend declared, made or paid by De La Rue over and above the interim dividend referred to above.
The Board of De La Rue said it was unwilling to enter into substantive discussions on the basis that, in its opinion, the Oberthur proposal fails to recognise the fundamental value and future prospects of De La Rue’s business.
Oberthur has subsequently considered the content of De La Rue's announcement of its interim results, released on Tuesday 23 November 2010, which was followed by De La Rue’s share price falling 11 per cent. that day. Oberthur does not believe that this announcement supports De La Rue’s assertion that Oberthur’s indicative proposal, which represents a premium of 64 per cent. to De La Rue’s closing share price on 29 November 2010, fails to recognise the fundamental value and future prospects of De La Rue’s business.
Oberthur wishes to make clear that it hopes it can agree a basis for the Board of De La Rue to recommend an offer from Oberthur. Accordingly, Oberthur very much hopes that the Board of De La Rue will agree to enter into substantive discussions, possibly leading to an offer which would benefit the company's customers, its staff and its shareholders and could provide the catalyst for restoring the company's reputation.
This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of The City Code on Takeovers and Mergers. There can be no certainty that an offer for De La Rue will be forthcoming.
A further announcement will be made in due course if appropriate.
Oberthur is the parent company of Oberthur Technologies, S.A. With turnover of EUR 905 million in 2009 and 6,160 employees worldwide, Oberthur Technologies, S.A. is a world leader in the field of secure technologies. Innovation and excellence ensure Oberthur Technologies, S.A.'s leading position in its main target markets: Security Printing, Identity, Card Systems and Cash Protection.
Enquiries
Lazard & Co., Limited (financial adviser to Oberthur): +44 20 7187 2000
Nicholas Shott / Laurent Rossetti / Francois Barou
Citigroup Global Markets Limited (corporate broker to Oberthur): +44 20 7986 4000
Nigel Mills / Andrew Seaton
M:Communications (public relations adviser to Oberthur)
Nick Miles (+44 7725 758 327) / Louise Tingström (+44 7899 066 995)
In accordance with Rule 19.11 of the Takeover Code, a copy of this announcement will be available on Oberthur’s website at: www.oberthur.com.
Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to Oberthur and no one else in connection with the contents of this announcement and the possible offer and will not be responsible to any person other than Oberthur for providing the protections afforded to clients of Lazard & Co., Limited, nor for providing advice in relation to the possible offer or any matters referred to herein.
Citigroup Global Markets Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as broker to Oberthur and no one else in connection with the contents of this announcement and the possible offer and will not be responsible to any person other than Oberthur for providing the protections afforded to clients of Citigroup Global Markets Limited, nor for providing advice in relation to the possible offer or any matters referred to herein.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.
This announcement has been prepared in accordance with English law and the Takeover Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of De La Rue who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of De La Rue who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.
Dealing disclosure requirements
Under Rule 8.3(a) of the Takeover 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 Takeover 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 pm (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 Takeover Panel’s website at 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.
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