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Vivo Energy plc
(Incorporated in England and Wales)
(Registration number: 11250655)
(Share code: VVO)
LEI: 213800TR7V9QN896AU56
ISIN: GB00BDGT2M75
20 July 2022
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
RECOMMENDED CASH OFFER
for
Vivo Energy plc
by
VIP II Blue B.V.
(a newly formed company (“BidCo”), being a wholly-owned indirect subsidiary of Vitol
Investment Partnership II Limited, itself being an investment vehicle advised by
employees of the Vitol Group)
to be effected by way of a scheme of arrangement under Part 26 of the UK Companies
Act 2006 (the “Act”) (the “Offer”)
Vivo Energy plc (the "Company")
(LSE: VVO / JSE: VVO)
PUBLICATION OF CONSIDERATION AND 2022 SPECIAL DIVIDEND CURRENCY
EXCHANGE RATE
On 8 July 2022, Vivo Energy plc announced the satisfaction of the regulatory and antitrust Conditions
to the Offer, declaration of the 2022 Special Dividend (subject to the sanctioning of the Scheme by
the Court) and the updated expected timetable of principal events.
It was disclosed in the Scheme Document that Vivo Shareholders who hold their Vivo Shares on the
South African Register will receive the Consideration payable to them under the Scheme in South
African rand on the relevant payment date. The Consideration payable under the Scheme will be paid
in South African rand at the Dollar/ZAR Exchange Rate.
Furthermore, Vivo Shareholders who hold their Vivo Shares on the South African Register will also
receive their 2022 Special Dividend (subject to the sanctioning of the Scheme by the Court) in South
African rand. Below are the respective amounts converted into South African rand:
Amount Exchange Rate Amount in South
African cents
Consideration US$ 1.79 per Vivo Share US$1.00 : ZAR 17.086150 3058.42085 ZA cents per
Vivo Share
2022 Special US$ 0.02 per Vivo Share US$1.00 : ZAR 17.086150 34.17230 ZA cents per
Dividend Vivo Share
Vivo Shareholders who hold their Vivo Shares on the South African Register should note that, in
accordance with the requirements of Strate, the last day to trade cum 2022 Special Dividend will be
Friday, 22 July 2022. For those shareholders subject to Dividends Tax, this will be withheld at the rate
of 20% from the amount of the gross 2022 Special Dividend of 34.17230 ZA cents per Vivo Share paid
to South African shareholders, unless a shareholder qualifies for an exemption. After the Dividends
Tax has been withheld, the net 2022 Special Dividend will be 27.33784 ZA cents per Vivo Share.
Additional informational on tax is disclosed in the Scheme Document dated 17 December 2021. If you
are uncertain as to the tax treatment of the 2022 Special Dividend, you should consult with your own
tax advisor.
The Company had a total of 1,266,941,899 ordinary shares in issue at today's date.
The Consideration for each Scheme Share and the 2022 Special Dividend per Vivo Share (subject to
the sanctioning of the Scheme by the Court) will be paid on Thursday, 28 July 2022 to Vivo
Shareholders who hold their Vivo Shares on the South African Register at the close of business on
Wednesday, 27 July 2022.
Terms defined in the Scheme Document dated 17 December 2021 have the same meanings in this
announcement.
ENDS
For further information, please contact:
Media contacts: Investor contacts:
Vivo Energy plc Vivo Energy plc
Rob Foyle, Head of Communications Giles Blackham, Head of Investor Relations
+44 7715 036 407 +44 20 3034 3735
rob.foyle@vivoenergy.com giles.blackham@vivoenergy.com
Tulchan Communications LLP (public VIP II Blue B.V.
relations adviser to Vivo Energy plc) Andrea Schlaepfer, Head of Corporate
Martin Robinson, Suniti Chauhan, Harry Cameron Communications
+44 20 7353 4200 +44 20 7973 4230 / +44 7525 403796
vivoenergy@tulchangroup.com
Brunswick LLP (public relations adviser to
BidCo)
Patrick Handley
+44 20 7404 5959
JSE Sponsor:
J.P. Morgan Equities South Africa (Pty) Ltd
Important Notices:
J.P. Morgan Equities South Africa Proprietary Limited is acting exclusively as JSE sponsor to Vivo and no one
else in connection with the matters set out in this announcement, and will be subject to the requirements
imposed on such a sponsor under the JSE Listings Requirements.
This announcement is for information purposes only. It is not intended to and does not constitute, or form part
of, any offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of
any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or
otherwise. The Offer shall be made solely by means of the Scheme Document, which, together with the Forms
of Proxy and the Form of Election (if applicable), shall contain the full terms and conditions of the Offer,
including details of how to vote in respect of the Offer. Any vote in respect of, acceptance or other response to
the Offer should be made only on the basis of the information contained in the Scheme Document read in its
entirety.
This announcement does not constitute a prospectus or prospectus equivalent document.
Overseas Shareholders
The availability of the Offer to Vivo Shareholders who are not resident in and citizens of the United Kingdom
or South Africa may be affected by the laws of the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the United Kingdom or South Africa should inform themselves
of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Any failure to comply with
the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility
or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders
are contained in the Scheme Document.
Unless otherwise determined by BidCo or required by the Takeover Code, and permitted by applicable law and
regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction. Copies of this announcement and any formal
documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send
it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported acceptance
in respect of the Offer. The Offer may not be made directly or indirectly, in or into, or by the use of mails or
any 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 of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.
In accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the US
Exchange Act, HSBC and its respective affiliates will continue to act as exempt principal trader in Vivo securities
on the London Stock Exchange. These purchases and activities by exempt principal traders which are required
to be made public in the United Kingdom pursuant to the Takeover Code will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly disclosed: (i) in the US to the extent that
such information is made public in the United Kingdom, and (ii) in South Africa, on the Stock Exchange News
Service of the JSE, to the extent that it is reported to a Regulatory Information Service on the London Stock
Exchange’s website.
This announcement has been prepared for the purpose of complying with English law, the Takeover Code, the
Market Abuse Regulation (EU) no. 596/2014, the Market Abuse Regulation (EU) no. 596/2014 (as it forms
part of the laws of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended)), the
Disclosure Guidance and Transparency Rules, and the Listing Rules, and 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 of England and Wales.
The information contained in this announcement constitutes factual information as contemplated in section
1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended (“Fais
Act”) and should not be construed as an express or implied advice, recommendation, guide or proposal that
any particular transaction in respect of the Offer, is appropriate to the particular investment objectives, financial
situations or needs of a shareholder or offeree, and nothing in this announcement should be construed as
constituting the canvassing for, or marketing or advertising of, financial services in South Africa. BidCo is not a
financial services provider licensed as such under the Fais Act.
Nothing in this announcement should be viewed, or construed, as “advice”, as that term is used in the South
African Financial Markets Act, 19 of 2012, as amended.
Notice to U.S. investors in Vivo
The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of
arrangement under the laws of England and Wales. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Offer is expected to be made subject to the disclosure and procedural requirements and
practices applicable in the United Kingdom and to schemes of arrangement under the laws of England and
Wales which differ from the disclosure and other requirements of the United States tender offer and proxy
solicitation rules. Neither the US Securities Exchange Commission, nor any securities commission of any state
of the United States, has approved the Offer, passed upon the fairness of the Offer or passed upon the
adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United
States.
However, if BidCo were to elect (with the consent of the Panel) to implement the Offer by means of a takeover
offer, such takeover offer shall be made in compliance with all applicable United States laws and regulations,
including any applicable exemptions under the US Exchange Act. Such a takeover would be made in the United
States by BidCo and no one else.
In the event that the Offer is implemented by way of a takeover offer, in accordance with normal United
Kingdom practice, BidCo or its nominees, or its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, shares or other securities of Vivo outside of the United States,
other than pursuant to the Offer, until the date on which the Offer and/or Scheme becomes effective, lapses
or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such purchases or arrangements to purchase
shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be
available on the London Stock Exchange website at www.londonstockexchange.com. This information will also
be publicly disclosed in South Africa, on Stock Exchange News Service of the JSE, to the extent that it is reported
to a Regulatory Information Service on the London Stock Exchange’s website.
Each Vivo Shareholder is urged to consult their independent professional adviser immediately regarding the tax
consequences of the Offer applicable to them, including under applicable United States state and local, as well
as overseas and other, tax laws.
Financial information relating to Vivo included in this announcement and the Scheme Document has been or
shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may
not be comparable to financial information of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the United States.
Vivo is organised under the laws of a country other than the United States. Some or all of the officers and
directors of Vivo, respectively, are residents of countries other than the United States. In addition, most of the
assets of Vivo are located outside the United States. As a result, it may be difficult for US shareholders of Vivo
to effect service of process within the United States upon Vivo or its officers or directors or to enforce against
them a judgment of a US court predicated upon the federal or state securities laws of the United States.
Forward-looking statements
This announcement (including information incorporated by reference in this announcement), oral statements
made regarding the Offer, and other information published by BidCo contain statements which are, or may be
deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are
not based on historical facts, but rather on current expectations and projections of the management of BidCo
about future events, and are therefore subject to risks and uncertainties which could cause actual results to
differ materially from the future results expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement include statements relating to the expected
effects of the Offer on BidCo, the Vitol Group, the Vivo Group and Vivo (including their future prospects,
developments and strategies), the expected timing and scope of the Offer and other statements other than
historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-
looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects",
"strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be achieved. Although BidCo believes that the
expectations reflected in such forward-looking statements are reasonable, BidCo can give no assurance that
such expectations will prove to be correct. 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. 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 ability to complete the Offer; the ability to obtain requisite
regulatory and shareholder approvals; future market conditions; changes in general economic and business
conditions; the behaviour of other market participants; the anticipated benefits from the proposed transaction
not being realised as a result of changes in general economic and market conditions in the countries in which
each of the Vitol Group and the Vivo Group operates; weak, volatile or illiquid capital and/or credit markets;
changes in tax rates; interest rate and currency value fluctuations; the degree of competition in the geographic
and business areas in which each of the Vitol Group and the Vivo Group operates; and changes in laws or in
supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results
to differ materially from those in the forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors. Neither BidCo, nor any persons acting in concert with it, nor
any of its associates or directors, officers or advisers, provide any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any forward-looking statements in this announcement will
actually occur. You are cautioned not to place any reliance on these forward-looking statements. Other than in
accordance with its legal or regulatory obligations, BidCo is not under any obligation, and expressly disclaims
any intention or obligation, to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Publication on website and availability of hard copies
A copy of this Announcement and the documents required to be published pursuant to Rule 26 of the Takeover
Code is and will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions)
for inspection free of charge on Vivo’s website at www.vivoenergy.com and Vitol’s website at www.vitol.com by
no later than 12 noon London time on the Business Day following the Announcement.
Neither the contents of those websites nor the content of any other website accessible from hyperlinks on those
websites is incorporated into, or forms part of, this Announcement.
Vivo Shareholders except Vivo Shareholders on the South African Register may request a hard copy of this
Announcement by contacting Equiniti Limited during business hours on 0371 384 2320 (from within the UK)
or on +44 371 384 2320 (from outside the UK) or by submitting a request in writing to Equiniti Limited at
Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
Vivo Shareholders on the South African Register may request a hard copy of this Announcement by contacting
JSE Investor Services on 0861 472 644 (from within South Africa) or +27 11 029 0112 (from outside South
Africa) or by submitting a request in writing to JSE Investor Services (Pty) Ltd, 13th Floor, 19 Ameshoff Street
Braamfontein, 2001 or PO Box 10462, Johannesburg, 2000.
If you have received this Announcement in electronic form, copies of this Announcement and any document or
information incorporated by reference into this document will not be provided unless such a request is made.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 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 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% 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 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. 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.
About Vivo Energy:
Vivo Energy operates and markets its products in countries across North, West, East and Southern Africa. The Group has
a network of over 2,450 service stations in 23 countries operating under the Shell and Engen brands and exports lubricants
to a number of other African countries. Its retail offering includes fuels, lubricants, card services, shops, restaurants and other
non-fuel services. It provides fuels, lubricants, liquefied petroleum gas (LPG) and solar solutions to business customers across
a range of sectors including marine, mining, construction, power, transport, wholesalers and manufacturing. The Company
employs around 2,700 people and has access to over 1,000,000 cubic metres of fuel storage capacity and has a joint venture,
Shell and Vivo Lubricants B.V., that sources, blends, packages and supplies Shell-branded lubricants.
Vivo Energy plc has a primary listing on the London Stock Exchange, and is a member of the FTSE 250 index, with a secondary
inward listing on the Johannesburg Stock Exchange.
For more information about Vivo Energy please visit www.vivoenergy.com
