Recommended cash offer for Mytrah, wholly unconditional

The Cancellation is expected to take effect from 7.00 am on 23 May 2018. The last day of dealings in Mytrah Shares is therefore expected to be 22 May 2018. After this time Mytrah Shares will no longer be admitted to trading on the AIM Market of the London Stock Exchange.

The net result of these actions would be for Mytrah to become a private company with no ability for holders of Mytrah Shares, who have not accepted the Offer, to trade their Mytrah Shares in the future on a public trading platform. Cancellation will materially and adversely affect the liquidity and marketability of any Mytrah Shares in respect of which the Offer has not been accepted.

There is no intention to provide a facility to enable Mytrah Shares to be traded on any public share trading platform. Therefore, any transaction in Mytrah Shares undertaken after the Cancellation will only be capable of being undertaken by private sale or under the Offer.

Mytrah Shareholders who have not yet accepted the Offer are therefore encouraged to do so without delay.

Settlement of consideration

Settlement of the consideration under the Offer will be effected as follows:

• in the case of acceptances which are valid and complete in all respects which are received on or before the First Closing Date, within 14 days of that date; and
• in the case of further acceptances which are valid and complete in all respects and received after the First Closing Date but while the Offer remains open for acceptances, within 14 days of such receipt,

in each case in the manner described in the Offer Document.

Continuation of the Offer

The Offer, which is hereby declared unconditional in all respects, will remain open for acceptances for 14 days from 15 May 2018 (the First Closing Date), until 1:00 p.m. (London time) on 29 May 2018.

Mytrah Shareholders who have not yet accepted the Offer are therefore encouraged to do so without delay.

Acceptance procedure

To accept the Offer in respect of Mytrah Shares held in certificated form (that is, not in CREST), the Mytrah Shareholders should sign, complete and return the Form of Acceptance so as to be received as soon as possible, in accordance with the procedure set out in the Offer Document and in the Form of Acceptance. 

To accept the Offer in respect of Mytrah Shares held in uncertificated form (that is, in CREST), electronic acceptances should be made and settled, in accordance with the instructions set out in the Offer Document, as soon as possible. 

Further details of the procedures for the acceptance of the Offer are set out in paragraph 14 of the letter from Raksha in Part 2 of the Offer Document. A shareholder helpline is available for Mytrah Shareholders. If you require assistance, please contact Computershare, between 8.30 am and 5.00 pm Monday to Friday (except public holidays in England and Wales). Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that, for legal reasons, the helpline cannot provide advice on the merits of the proposals or give any financial, legal or tax advice.

Enquiries

Squire Patton Boggs (UK) LLP and Mourant Ozannes LP are retained as legal advisers to Raksha.

Gowling WLG (UK) LLP and Carey Olsen (Guernsey) LLP are retained as legal advisers to Mytrah

Important notices relating to financial advisers and brokers

Craven Street Capital Limited, which is an appointed representative of Resolution Compliance Limited which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as exclusive financial adviser to Raksha and no one else in connection with the Offer. In connection with such matters, Craven Street Capital Limited, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as exclusive financial adviser to Mytrah and no one else in connection with the Offer. In connection with such matters, Investec, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

Further information

This announcement is for information purposes only and 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 the Offer or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document.

The Offer is made solely by means of the Offer Document, and in respect of Mytrah Shares held in certificated form, the Form of Acceptance accompanying the Offer Document, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in those documents. Mytrah Shareholders are advised to carefully read the formal documentation and any documents incorporated into it by reference in whole and, if your Mytrah Shares are held in certificated form, the Form of Acceptance.

This announcement has been prepared for the purposes of complying with English law, Guernsey law, the AIM Rules and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom and Guernsey. Nothing in this announcement should be relied on for any other purpose.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and Guernsey and the ability of the Mytrah Shareholders, and other persons, who are not resident in the United Kingdom or Guernsey to participate in the Offer 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 Guernsey, or Mytrah Shareholders who are not resident in the United Kingdom or Guernsey, will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to Overseas Shareholders are contained in the Offer Document.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility from or within any Restricted Jurisdiction.

Accordingly, copies of this announcement, the Offer Document, the Form of Acceptance and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this document (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement to a jurisdiction outside the United Kingdom or Guernsey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The receipt of cash pursuant to the Offer by Mytrah Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Mytrah Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Offer.

No person has been authorised to make any representations on behalf of Raksha, any member of the Raksha Group, Mytrah or any member of the Mytrah Group concerning the Offer which are inconsistent with the statements contained in this announcement and any such representations, if made, may not be relied upon as having been so authorised.

You should not construe the contents of this announcement as legal, financial or taxation advice, and should consult with your own advisers as to the matters described in this announcement.

Forward-looking statements

This announcement contains statements that are or may be forward-looking statements. All statements other than statements of historical facts included in this document may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “should”, “could”, “would”, “may”, “anticipates”, “estimates”, “synergy”, “cost-saving”, “projects”, “goal”, “asset values” or “strategy” or, words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, asset values, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Raksha’s or Mytrah’s operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Raksha’s or Mytrah’s respective businesses.

These forward-looking statements are not guarantees of future financial performance and are naturally subject to uncertainty and changes in circumstances. Except as expressly provided in this announcement, they have not been reviewed by the auditors of Raksha or Mytrah. By their nature, such forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in future, and are based on certain key assumptions, and the factors described in the context of such forward-looking statements in this document could cause actual results, outcomes and developments to differ materially from those projected or implied by such forward-looking statements. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the entities’ ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Raksha or Mytrah or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Raksha and Mytrah disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law or regulation.

No profit forecast

No statement in this announcement is intended or shall be deemed to be or constitute a forecast, projection or estimate of the future financial performance of Raksha, Mytrah, any member of the Mytrah Group or the Raksha Group or the enlarged Raksha Group for any period, nor should any statements in this announcement be interpreted to mean that earnings or earnings per share of those entities (where relevant) for the current or future financial periods will necessarily be greater or less than those of the historical published earnings per share of those entities (where relevant) except where otherwise stated.

Disclosure requirements of the Takeover Code

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 securities exchange 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 securities exchange 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 securities exchange 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 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 p.m. (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 securities exchange 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 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. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Takeover Code, Mytrah announces that as at the date of this announcement it has 173,439,323 ordinary shares of no par value in issue and admitted to trading on the AIM Market of the London Stock Exchange. The International Securities Identification Number for the Mytrah Shares is GG00B64BJ143.

Information relating to Mytrah Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Mytrah Shareholders, persons with information rights and other relevant persons for the receipt of communications from Mytrah may be provided to Raksha during the Offer Period as required under Section 4 of Appendix 4 to the Takeover Code.

Publication on website

A copy of the Offer Document is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Mytrah’s website at www.mytrah.com for the duration of the Offer Period. For the avoidance of doubt the content of that website is not incorporated into and does not form part of this announcement.

A hard copy of the Offer Document was sent to Mytrah Shareholders (other than Mytrah Shareholders who have elected to receive electronic communications) on 24 April 2018. Mytrah Shareholders may request a hard copy of this announcement by contacting the Company Secretary during business hours on +91 40 337 60103 or by submitting a request in writing to the Company Secretary at Mytrah, [email protected]. Mytrah Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Reduction of Offer consideration in the event of dividend and/or distribution and/or return of capital

The Mytrah Shares will be acquired by Raksha fully paid and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights attaching to them, including, without limitation, the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of the Rule 2.7 Announcement in respect of them. Accordingly insofar as a dividend and/or distribution and/or a return of capital is proposed, declared, made, paid or payable by Mytrah in respect of a Mytrah Share on or after the date of the Rule 2.7 Announcement, Raksha reserves the right to reduce by the amount of the dividend and/or distribution and/or return of capital, the consideration payable under the Offer in respect of a Mytrah Share except insofar as the Mytrah Share is or will be transferred on a basis which entitles Raksha alone to receive the dividend and/or distribution and/or return of capital but if that reduction in consideration has not been effected, the person to whom the consideration payable under the Offer is paid in respect of that Mytrah Share will be obliged to account to Raksha for the amount of such dividend and/or distribution and/or return of capital