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Vivo Energy plc
(Incorporated in England and Wales)
(Registration number: 11250655)
(Share code: VVO)
LEI: 213800TR7V9QN896AU56
ISIN: GB00BDGT2M75
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
26 July 2022
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”)
CANCELLATION OF LISTING
On 25 November 2021, the boards of Vivo Energy plc (the “Company” or “Vivo”) and BidCo announced
that they had reached agreement on the terms of a recommended cash offer for all of the issued and
to be issued ordinary share capital of the Company not already owned by the Existing Vitol Shareholders
(the “Offer”). The Offer is to be effected by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Act (the “Scheme”). Full details of the Offer are set out in the Scheme Document
published on 17 December 2021 (the “Scheme Document”).
Further to the announcement made by Vivo on 25 July 2022 that the Scheme has become effective in
accordance with its terms, Vivo confirms that each of the listing of Vivo Shares on the premium listing
segment of the Official List and the admission to trading of Vivo Shares on the main market of the
London Stock Exchange were cancelled with effect from 8.00 a.m. today.
It is expected that the listing of Vivo Shares on the JSE will be cancelled with effect from 29 July 2022.
Terms defined in the Scheme Document dated 17 December 2021 have the same meanings in this
announcement.
Enquiries:
BidCo +44 20 7973 4230 /
+44 7525 403796
Andrea Schlaepfer
Head of Corporate Communications
HSBC (Financial adviser to BidCo) +44 20 7991 8888
Keith Welch
Alex Thomas
James Novelli
Joe Weaving
Brunswick LLP (public relations adviser to BidCo) +44 20 7404 5959
Patrick Handley
Vivo Energy plc +44 20 3034 3735
Giles Blackham
Head of Investor Relations
Rob Foyle
Head of Communications
J.P. Morgan Cazenove +44 20 7742 4000
(Joint financial adviser and corporate broker to Vivo)
Dwayne Lysaght
James Janoskey
Richard Walsh
Rothschild & Co (Joint financial adviser to Vivo) +44 20 7280 5000
John Deans
Edoardo Fassati
Numis Securities (Corporate broker to Vivo) +44 207 260 1000
Stuart Dickson
George Price
JSE Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited
Tulchan Communications (public relations adviser to Vivo) +44 207 353 4200
Martin Robinson
Harry Cameron
Akin Gump LLP is acting as legal adviser to BidCo as to English law. Freshfields Bruckhaus Deringer
LLP is acting as legal adviser to Vivo as to English Law. Bowmans is acting as legal adviser to BidCo
as to South African Law and Werksmans is acting as legal adviser to Vivo as to South African law.
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Important notices relating to financial advisers
HSBC, which is authorised by the Prudential Regulation Authority (the “PRA”) and regulated by the
PRA and the Financial Conduct Authority (the “FCA”) in the United Kingdom, is acting exclusively for
Vitol and BidCo and no one else in connection with the Offer and will not be responsible to anyone other
than Vitol and BidCo for providing the protections afforded to clients of HSBC nor for giving advice in
relation to the Offer or any matter or arrangement referred to in this announcement. Neither HSBC, nor
any of its group undertakings or affiliates, owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is
not a client of HSBC in connection with this announcement, any statement contained herein or
otherwise. HSBC has given, and not withdrawn, its consent to the inclusion in this announcement of the
references to its name in the form and context in which they appear.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan
Cazenove (“J.P. Morgan Cazenove”), is authorised in the United Kingdom by the PRA and regulated
in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser
exclusively for Vivo and no one else in connection with the matters set out in this announcement and
will not regard any other person as its client in relation to such matters and will not be responsible to
anyone other than Vivo for providing the protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, or for providing advice in relation to any matter or arrangement referred to herein.
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.
N.M. Rothschild & Sons Limited (“Rothschild & Co”), which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively for Vivo and no one else in connection with the matters
described in this announcement and will not be responsible to anyone other than Vivo for providing the
protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter
referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers,
employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of
Rothschild & Co in connection with this announcement, any statement contained herein or otherwise.
Numis Securities Limited (“Numis”), which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting as Corporate Broker exclusively for Vivo and no one else in
connection with the matters set out in this announcement and will not regard any other person as its
client in relation to the matters in this announcement and will not be responsible to anyone other than
Vivo for providing the protections afforded to clients of Numis, nor for providing advice in relation to any
matter referred to herein.
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
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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.
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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
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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.
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