BERKSHIRE, UK--(Marketwire - Jul 11, 2011) -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
AVIS EUROPE PLC
POSTING OF SCHEME DOCUMENT
On 14 June 2011, it was announced that Avis Budget Group, Inc. ("Avis
Budget") and Avis Europe plc ("Avis Europe") had reached an agreement
on the terms of a recommended cash acquisition of the entire issued and
to be issued share capital of Avis Europe by AE Consolidation Limited
(an indirect, wholly-owned subsidiary of Avis Budget) to be effected by
means of a scheme of arrangement between Avis Europe and Avis Europe
Shareholders pursuant to the provisions of Part 26 of the Companies Act
2006 (the "Offer").
Avis Europe is pleased to announce that the scheme document relating to
the Offer (the "Scheme Document") is today being posted to Avis Europe
Shareholders and, for information only, to nominated persons and
holders of awards under the Avis Europe Share Schemes.
The Scheme Document contains, amongst other things, details of the
Scheme, an Explanatory Statement (pursuant to Section 897 of the
Companies Act), an expected timetable of principal events, details of
the action to be taken by Avis Europe Shareholders and notices of the
Court Meeting and the General Meeting that are being convened in
connection with the Scheme and are being held on 1 August 2011.
To become effective the Scheme will require the approval of the Scheme
Shareholders at the Court Meeting and the approval of the Special
Resolution by the Avis Europe Shareholders at the General Meeting. The
Scheme will also require subsequent sanction of the Court and
confirmation of the Capital Reduction by the Court. A full description
of the required approvals and terms and conditions of the Scheme,
together with the action to be taken by Avis Europe Shareholders, are
set out in the Scheme Document.
To vote on the Scheme, as further described in the Scheme Document,
Avis Europe Shareholders should complete and sign the Forms of Proxy
and return them by post using the freepost service printed on the back
of the Forms of Proxy, or by sending them by post or delivering them by
hand to Equiniti Limited, Aspect House, Spencer Road, Lancing, West
Sussex BN99 6DA, as soon as possible, but in any event to be received
by no later than 11:30 a.m. on 30 July 2011 in the case of the Court
Meeting and by no later than 11:45 a.m. on 30 July 2011 in the case of
the General Meeting (or, in the case of an adjourned meeting, not less
than 48 hours prior to the time and date set for the adjourned
meeting).
If the Avis Europe Shares are held in uncertificated form (that is, in
CREST), the CREST proxy voting service may be used for voting, in
accordance with the procedures set out in the CREST Manual, or the
appointment of a proxy may be registered electronically through the
electronic proxy voting system through the Equiniti website at
www.sharevote.co.uk . Further details are contained in the Scheme
Document.
The Scheme Document and Forms of Proxy will also be available on Avis
Europe's website, www.avis-europe.com and will be made available for
inspection at the offices of Freshfields Bruckhaus Deringer LLP, 65
Fleet Street, London EC4Y 1HS during normal business hours on any
weekday (public holidays excluded).
Avis Europe Shareholders should carefully read the Scheme Document in
its entirety before making a decision with respect to the Scheme.
Any capitalised term used but not defined in this announcement is as
defined in the Scheme Document.
Enquiries:
Avis Budget Group, Inc. Tel: +1 212 355 4449
Ronald Nelson, (Chairman and
Chief Executive Officer) Tel: +44 (0)20 7269 7170
Morgan Stanley (joint financial adviser
to Avis Budget) Tel: +44 (0)20 7425 5000
Adrian Doyle
Ari Terry Tel: +1 212 761 7715
Daniel Blank
Citi (joint financial adviser
to Avis Budget) Tel: +44 (0)20 7986 4000
Philip Robert-Tissot
Grant Kernaghan
Joele Frank, Wilkinson Brimmer Katcher
(investor relations adviser
to Avis Budget) Tel: +1 212 355 4449
Jennifer Friedman
Financial Dynamics (financial
communications adviser to Avis Budget) Tel: +44 (0)207 831 3434
Jonathan Brill
Avis Europe plc Tel: +44 (0)1344 42 6644
Pascal Bazin, (Chief Executive Officer)
Martyn Smith, (Chief Financial Officer)
Barclays Capital (financial adviser
to Avis Europe) Tel: +44 (0)20 7623 2323
Matthew Smith
Stuart Ord
RBS Hoare Govett (Corporate Broker
to Avis Europe) Tel: +44 (0)20 7678 8000
Sara Hale
Harry Nicholas
MHP Communications (public relations
adviser to Avis Europe) Tel: +44 (0)20 3128 8100
Andrew Jaques
Barnaby Fry
Simon Hockridge
In accordance with Listing Rule 9.6.1R, two copies of the Scheme
Document will be submitted to the National Storage Mechanism and will
be available for inspection at www.hemscott.com/nsm.do .
Morgan Stanley is acting exclusively for Avis Budget and AE
Consolidation and no one else in connection with the Acquisition and
will not be responsible to anyone other than Avis Budget and AE
Consolidation for providing the protections afforded to its clients for
providing advice in relation to the Acquisition or in relation to the
contents of this announcement or any transaction or any other matters
referred to herein.
Citi, which is authorised and regulated in the United Kingdom by the
FSA, is acting exclusively for Avis Budget and AE Consolidation and no
one else in connection with the Acquisition and will not be responsible
to anyone other than Avis Budget and AE Consolidation for providing the
protections afforded to its clients for providing advice in relation to
the Acquisition or in relation to the contents of this announcement or
any transaction or any other matters referred to herein.
Barclays Capital, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for Avis Europe and no one
else in connection with the Acquisition and will not be responsible to
anyone other than Avis Europe for providing the protections afforded to
its clients for providing advice in relation to the Acquisition or in
relation to the contents of this announcement or any transaction or any
other matters referred to herein.
This announcement is not intended to and does not constitute, or form
any part of, an offer to sell or an invitation to subscribe for or
purchase any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Proposals or otherwise. The Proposals
are made solely through the Scheme Document, which contains the full
terms and conditions of the Proposals, including details of how to vote
in favour of the Proposals. Avis Europe Shareholders are strongly
advised to read the Scheme Document carefully because it contains
important information. Any acceptance of, or other response to, the
Proposals should be made only on the basis of the information in the
Scheme Document. The laws of relevant jurisdictions may affect the
availability of the Proposals to persons not resident in the United
Kingdom and their ability to vote on them. Persons who are not
resident in the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, should inform themselves
about, and observe, any applicable legal and regulatory requirements.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by law
and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable legal and regulatory requirements.
Any failure to comply with the applicable requirements may constitute a
violation of the securities laws of any such jurisdiction. This
announcement has been prepared for the purpose of complying with
English law and the City 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 of jurisdictions outside
the United Kingdom.
Notice to US Investors: The Acquisition is of securities of a UK
company by means of a scheme of arrangement under English law. A
transaction implemented by means of an English scheme of arrangement is
not subject to the US tender offer or proxy rules. Accordingly, the
Acquisition is subject to disclosure and procedural requirements and
practices applicable in the UK to schemes of arrangement which differ
from the disclosure and procedural requirements of the US tender offer
and proxy rules as well as other federal securities laws.
Forward-looking statements
This announcement, oral statements made regarding the Acquisition and
other information included or incorporated by reference in this
announcement, or published by Avis Budget, AE Consolidation and Avis
Europe may contain statements that are, or may be, forward-looking
statements. All such statements other than statements of historical
facts may be forward-looking statements. Forward-looking statements
often use words such as "target", "plan", "believe", "expect",
"aim", "intend", "will", "should", "could", "would", "may",
"consider", "continue", "forecast""anticipate", "estimate",
"synergy", "cost saving", "project", "goal" or "strategy" or
words or terms of similar substance or the negative of such
words. Forward-looking statements included herein may include (but
are not limited to) statements relating to the following:
(i) the expected timetable for implementing
the Proposals; (ii) future financial performance, business strategy,
projected plans and objectives and future prospects of Avis Budget or
Avis Europe; (iii) business and management strategies and the expansion
and growth of Avis Budget's or Avis Europe's operations and potential
synergies resulting from the acquisition of Avis Europe by Avis Budget;
and (iv) the effects of government regulation on Avis Budget's or Avis
Europe's business.
These forward-looking statements are not guarantees of future
performance. They have not been reviewed by the auditors of Avis Budget
or Avis Europe. There are a number of unknown or unpredictable factors
that could cause actual results and developments to differ materially
from those expressed or implied by such forward-looking statements,
including, among other things, the enactment of legislation or
regulation that may impose costs or restrict activities; the
re-negotiation of contracts or licences; fluctuations in demand and
pricing in the vehicle rental industry; changes in petrol prices;
changes in currency exchange rates and/or interest rates; fluctuations
of exchange controls, changes in government policy and taxation;
industrial disputes; war and terrorism. These forward-looking
statements involve known and unknown risks and uncertainties which may
cause them to differ materially from the actual results, performance or
achievements expressed or implied by such forward-looking statements.
Many of these risks and uncertainties relate to factors that are beyond
the ability of the person making the statement to control or estimate
precisely. These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the
future. Investors are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date of this
announcement. All subsequent oral or written forward-looking statements
attributable to Avis Budget, AE Consolidation or Avis Europe 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. All forward-looking
statements included in this announcement are based on information
available to Avis Budget, AE Consolidation and Avis Europe on the date
of this announcement and are made only as of the date of this
announcement. Undue reliance should not be placed on such
forward-looking statements.
Subject to compliance with their legal and regulatory obligations, Avis
Budget, AE Consolidation and Avis Europe do not intend, or undertake
any obligation, to update any forward-looking statement, whether as a
result of new information, future events or otherwise.
Rule 8 Summary
Under Rule 8.3(a) of the City Code, any person who is, or becomes,
"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) of the City Code 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 City 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 of the City Code. A "Dealing Disclosure" by a
person to whom Rule 8.3(b) of the City Code 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 of the City Code."Opening Position Disclosures" must also
be made by the offeree company
and by any paper offeror and "Dealing Disclosures" must also be made by
the offeree company, by any paper offeror and by any persons acting in
concert with any of them (see Rules 8.1, 8.2 and 8.4 of the City Code).
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.
Terms in quotation marks are defined in the City Code, which can also
be found on the Panel's website.
In accordance with Rule 19.11 of the City Code, a copy of this
announcement will be made available on the following website:
www.avis-europe.com .
This information is provided by RNS
The company news service from the London Stock Exchange
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