Bernard Bidco Limited

This page contains all documents published by Bernard Bidco Limited in relation to Premier Technical Services Group plc – one of the UK’s leading providers of tech-enabled specialist testing and compliance services. 

Documents

Rule 2.7 Announcement – Recommended Cash Offer

Irrevocable Undertaking – Paul Teasdale

Irrevocable Undertaking – Roger Teasdale

Irrevocable Undertaking – John Foley

Irrevocable Undertaking – Mark Watford

Irrevocable Undertaking – Hawk Investment Holdings Limited

Irrevocable Undertaking - First Pacific Advisors, LP

Letter of Intent – Amati Global Investors

Confidentiality Agreement

Rule 2.10c Change Announcement First Pacific

Rule 2.10c Change Announcement First Pacific (27 June 2019)

Rule 2.10c Change Announcement First Pacific (28 June 2019)

Rule 2.11 letter to shareholders and persons with information rights

Rule 2.11 letter to employees

KPMG - Consent Letter

Numis - Consent Letter

Rothschild & Co – Consent Letter

Equity Subscription Agreement

Senior Facilities Agreement

Intercreditor Agreement

Debt Syndication Letter

Debenture

Ardian Arrangement Fee Letter

Baring Arrangement Fee Letter

Agency Fee Letter

Report Proceeds Letter

KPMG – Consent Letter (Scheme Document)

Numis – Consent Letter (Scheme Document)

Rothschild & Co – Consent Letter (Scheme Document)

Share Reinvestment Agreement

Investment Agreement

Articles of Association of Bernard Midco Limited

Articles of Association of Bernard Bidco Limited

Articles of Association of Premier Technical Services Group plc

Amended Articles of Association of Premier Technical Services Group plc

E Share SPA

B Share SPA

Cash Bonus Letter (Andrew Dack)

Cash Bonus Letter (Mark Watford)

Scheme Document

Form of Proxy (Court Meeting)

Form of Proxy (General Meeting)

Announcement of publication of Scheme Document

Opening Position Disclosure

Disclaimer

Recommended Cash Offer for Premier Technical Services Group plc ("PTSG") by Bernard Bidco Limited ("Bidco") (the "Offer") by way of a Scheme of Arrangement under Part 26 of the Companies Act 2006

ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. INFORMATION RELATING TO THE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS.

1. ACCESS TO THE OFFER

Please read this notice carefully – it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights. This part of the website contains information relating to the Offer. Please note that, as the Offer progresses, the information contained on this part of the website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the website.

2. OVERSEAS JURISDICTIONS

Viewing the information contained in this part of the website may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person are allowed to view this information. If you are not permitted to view the information contained in this part of the website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the "I disagree" box below.

3. BASIS OF ACCESS TO INFORMATION RELATING TO THE OFFER

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS PART OF THE WEBSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.

The information relating to the Offer that can be accessed via this part of the website is being made available in good faith and for information purposes only. Any person seeking access to this part of the website represents and warrants to Bidco that they are doing so for information purposes only. Making further information relating to the Offer available in electronic format is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.

PTSG shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. Any shareholder action required in connection with the Offer will only be set out in documents sent to or made available to PTSG shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

Rothschild & Co, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Bidco and Macquarie Group and no one else in connection with the Offer. In connection with such matters, Rothschild & Co, its affiliates and its or their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Bidco and Macquarie Group for providing the protections afforded to their clients or for providing advice in relation to the Offer or any other matter referred to herein.

KPMG, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to PTSG and for no one else in connection with the Offer and will not be responsible to anyone other than PTSG for providing the protections afforded to its clients nor for providing advice in relation to the Offer or any other matter referred to herein.

4. FORWARD-LOOKING STATEMENTS

Some of the information contained in this part of the website may include statements that are or may be deemed to be "forward-looking statements". These statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of Bidco and PTSG about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements. The forward-looking statements contained in this part of the website include statements about the expected effects of the Offer on PTSG and/or Bidco and/or Macquarie Group, the expected timing and scope of the Offer, synergies, other strategic options and all other statements in this part of the website other than historical facts. Forward-looking statements may (but will not always) include, without limitation, statements typically containing words such as "plans", "aims", "intends", "expects", "anticipates", "believes", "estimates", "will", "may", "budget", "forecasts" and "should" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Bidco or PTSG or Macquarie Group. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Investors should not place undue reliance on any forward-looking statements and neither Bidco, nor Target, nor many member of Macquarie Group or any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required or provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward-looking statement contained in this part of the website will actually occur.

5. RESPONSIBILITY

The directors of Bidco and Macquarie Group persons who have agreed to take responsibility, only accept responsibility for the correctness and fairness of the reproduction or presentation of the information relating to the Offer on this part of the website unless the responsibility statement in any relevant document expressly provides otherwise. No other liability, express or implied, is accepted by any such person for the content of such information, save that nothing shall exclude the liability of a person for their fraud or fraudulent misrepresentation.

Subject to any continuing obligations under applicable law, the City Code on Takeovers and Mergers or any relevant listing rules, each of Bidco and Macquarie Group expressly disclaim any obligation to disseminate, after the date of the posting of information relating to the Offer on this part of the website, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THIS PART OF THE WEBSITE MAY NOT BE DOWNLOADED BY ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

6. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER.

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the website.

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Please note that this transaction is overseen by The Panel on Takeovers and Mergers, an independent body whose main functions are to issue and administer the City Code of Takeovers and Mergers and to supervise and regulate takeovers and other matters to which the Code applies.

Its central objective is to ensure fair treatment for all shareholders in takeover bids. As such, we are not permitted to provide any further information beyond what is contained within the announcements available on this page.

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