The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act in respect of the Voting Ordinary Shares (the “Scheme”) and by means of a contractual offer under Part 28 of the Companies Act in respect of the Non-Voting Ordinary Shares.
· Under the terms of the Acquisition, Dee Valley's Ordinary Shareholders will receive 1,550 pence in cash for each Voting Ordinary Share and 1,455 pence in cash for each Non-Voting Ordinary Share, which values the existing issued ordinary share capital of Dee Valley at approximately £71.3 million.
· The Acquisition provides an attractive opportunity for the Voting Ordinary Shareholders and Non-Voting Ordinary Shareholders in Dee Valley to realise their shareholding at a premium in cash. Bidco's offer represents a premium of approximately:
· 13.1 per cent. to the Closing Price of 1,370 pence per Voting Ordinary Share on 20 October 2016, being the last Business Day before the date of this Announcement;
· 12.9 per cent. to the volume weighted average price of 1,373 pence per Voting Ordinary Share over the three month period to 20 October 2016, being the last Business Day before the date of this Announcement; and
· 18.7 per cent. to the volume weighted average price of 1,305 pence per Voting Ordinary Share over the six month period to 20 October 2016, being the last Business Day before the date of this Announcement.
· The Acquisition includes a comparable cash offer by Bidco for the issued Non-Voting Ordinary Shares priced in accordance with the guidance contained in Rule 14 of the Takeover Code (the “Contractual Offer”). On the basis of the ratio of the closing prices of the Voting Ordinary Shares and the Non-Voting Ordinary Shares over the six month period ended 20 October 2016, the Contractual Offer will be made at a price of 1,455 pence per Non-Voting Ordinary Share (the “Contractual Offer Price”). The Contractual Offer Price represents a premium of approximately:
· 14.6 per cent. to the Closing Price of 1,270 pence per Non-Voting Ordinary Share on 20 October 2016, being the last Business Day before the date of this Announcement;
· 17.2 per cent. to the volume weighted average price of 1,241 pence per Non-Voting Ordinary Share over the three month period to 20 October 2016, being the last Business Day before the date of this Announcement; and
· 21.6 per cent. to the volume weighted average price of 1,197 pence per Non-Voting Ordinary Share over the six month period to 20 October 2016, being the last Business Day before the date of this Announcement.