Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the terms of the Deed, the Company has the right to require the
Purchaser to purchase the Shares from the Company (the "Put Option") and the
Purchaser has the right to require the Company to sell the Shares to the
Purchaser (the "Call Option"). Both the Put Option and the Call Option may be
exercised from
If either the Put Option or the Call Option is exercised by the end of the Option Period, the Company and the Purchaser each agrees to enter into the SPA (as defined below) and sell the Shares and purchase the Shares, respectively, in accordance with the terms and subject to the conditions set forth in the SPA. If either the Company or the Purchaser exercise the Put Option or the Call Option, respectively, but the other party does not enter into the SPA, the Company and the Purchaser each agrees that the SPA will automatically come into effect as if it had been executed one business day after the Put Option or the Call Option had been exercised, respectively.
If either the Put Option or the Call Option is exercised by the end of the
Option Period (or the SPA automatically comes into effect as noted above), the
Company and the Purchaser will enter into the Share Purchase Agreement (the
"SPA) pursuant to which the Company will agree to sell the Shares to the
Purchaser for a purchase price of approximately £1,078 million (the "Purchase
Price"). The Company expects the sale to result in proceeds of approximately
The Company and the Purchaser have each made customary warranties and covenants in the SPA that are subject to specified exceptions and qualifications contained in the SPA.
The SPA provides that completion will take place on
This description of the SPA is a summary only and is qualified in its entirety
by the full and complete terms of the SPA. If the SPA is entered into prior to
the Company's filing of its Annual Report on Form 10-K for the year ended
Item 7.01 Regulation FD Disclosure.
On
The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, or otherwise subject to the liability of that section, and is not to be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
--------------------------------------------------------------------------------
Cautionary Statement Regarding Forward-Looking Statements
Statements in this Current Report on Form 8-K and in any exhibits furnished or
filed herewith that relate to the Company's future plans, objectives,
expectations, performance, events and the like may constitute "forward-looking
statements" within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and
Section 21E of the Exchange Act. Forward-looking statements are statements that
are not historical facts and can be identified by the use of forward-looking
terminology such as "believe," "expect," "may," "will," "likely," "could,"
"should," "project," "could," "plan," "goal," "potential," "pro forma," "seek,"
"estimate," "intend" or "anticipate" or the negative thereof, and may include
statements regarding expected timing, purchase price, net proceeds, costs,
effects, plans, objectives, expectations or consequences of entry into the SPA,
the completion of the sale under the SPA and the use of proceeds therefrom and
statements about the expected benefits of the proposed sale and the impact of
the proposed sale on the Company's business, financial results, opportunities
and future plans. Such forward-looking statements are subject to a number of
risks and uncertainties that could cause actual results to differ materially
from those anticipated, including uncertainties regarding the entry into, and
the completion of the sale pursuant to, the SPA, the Purchase Price, the
Company's ability to achieve intended benefits of the sale, the expected costs
of the transaction and other risks and uncertainties detailed in the Company's
filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release datedDecember 30, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
--------------------------------------------------------------------------------
© Edgar Online, source