1. Sherwood – 2.7 Announcement and Consent Letters
1.1 Rule 2.7 Announcement of a Recommended Cash Acquisition - View PDF
1.2 Panmure Gordon (UK) Limited Consent Letter - View PDF
1.3 Numis Securities Limited Consent Letter - View PDF
1.4 J.P. Morgan Cazenove Consent Letter - View PDF
1.5 Goldman Sachs International Consent Letter - View PDF
1.6 Citigroup Global Markets Limited Consent Letter - View PDF
1.7 Barclays Bank PLC (acting through its investment bank) Consent Letter - View PDF
1.8 Ashcombe Advisers LLP Consent Letter - View PDF
2. Sherwood – 2.4 Announcement
2.1. 2.4 Announcement - View PDF
2.2 Arrow Global Response to Possible Offer - View PDF
2.3 Revised Proposal and PUSU Extension - View PDF
2.4 Second PUSU Extension - View PDF
3. Shareholder Irrevocable Undertakings
3.1 Albacore - View PDF
3.2 Fifth Street Station LLC - View PDF
3.3 Tom Drury - View PDF
3.4 Zach Lewy - View PDF
4. Director Irrevocable Undertakings
4.1 Andrew Fisher - View PDF
4.2 Jonathan Bloomer - View PDF
4.3 Lan Tu - View PDF
4.4 Lee Rochford - View PDF
4.5 Maria Luis Albuqueque - View PDF
4.6 Matt Hotson - View PDF
4.7 Paola Bergamaschi Broyd - View PDF
5. Confidentiality and Cooperation Agreements
5.1 Cooperation Agreement - View PDF
5.2 Confidentiality Agreement - View PDF
6. Sherwood – Financing Documents
6.1 Senior Secured Bridge Fee Letter - View PDF
6.2 Senior Secured Bridge Engagement Letter - View PDF
6.3 RCF Arrangement Fee Letter - View PDF
6.4 Interim Fee Letter - View PDF
6.5 Interim Facilities Agreement - View PDF
6.6 Interim Debenture - View PDF
6.7 Interim CP Satisfaction Letter - View PDF
6.8 Formalities Certificate - Sherwood Parentco Limited - View PDF
6.9 Formalities Certificate - Sherwood Acquisitions Limited - View PDF
6.10 Commitment Letter - View PDF
6.11 ECL - View PDF
6.12 ARA - Interim Facilities Agreement - View PDF
6.13 Financing - Formalities Certificate (ARA) - Sherwood Acquisitions Limited - View PDF
6.14 Financing - Formalities Certificate (ARA) - Sherwood Parentco Limited - View PDF
6.15 Agent ARA Interim CP Satisfaction Letter - View PDF
6.16 Announcement of Update to Debt Financing Arrangements - View PDF
7. Offer-Related Arrangements or Other Agreements
7.1. Support Letter – February 2021 - View PDF
8. Scheme Document and related documents
8.1 Scheme Document - View PDF
8.2 Announcement of publication of Scheme Document and notice regarding AGM resolutions - View PDF
8.3 Forms of Proxy for Court Meeting and General Meeting - View PDF
8.4 Form of Election for the Alternative Offer - View PDF
8.5 Lumi Virtual Meeting Guide - View PDF
8.6 Goldman Sachs International Scheme Document Consent Letter - View PDF
8.7 J.P. Morgan Cazenove Scheme Document Consent Letter - View PDF
8.8 Numis Securities Limited Scheme Document Consent Letter - View PDF
8.9 Panmure Gordon (UK) Limited Scheme Document Consent Letter - View PDF
8.10 Citigroup Global Markets Limited Scheme Document Consent Letter - View PDF
8.11 Ashcombe Advisers LLP Scheme Document Consent Letter - View PDF
8.12 Barclays Bank PLC (acting through its investment bank) Scheme Document Consent Letter - View PDF
9. Alternative Offer documents
9.1 Topco Shareholders’ Agreement - View PDF
9.2 Bidco Put and Call Deed - View PDF
9.3 Midco 1 Put and Call Deed - View PDF
9.4 Midco 2 Put and Call Deed - View PDF
9.5 Bidco Loan Note Instrument - View PDF
9.6 Midco 1 Loan Note Instrument - View PDF
9.7 Midco 2 Loan Note Instrument - View PDF
10. Constitutional documents and financial information
10.1 Arrow Global existing Articles of Association - View PDF
10.2 Arrow Global proposed Articles of Association - View PDF
10.3 Bidco Articles of Association - View PDF
10.4 Arrow Global 2020 Annual Report - View PDF
10.5 Arrow Global 2019 Annual Report - View PDF
11. Rule 15 Letters
11.1 Deferred Share Bonus Plan Rule 15 Letter - View PDF
11.2 Long-Term Incentive Plan Conditional Awards Rule 15 Letter - View PDF
11.3 Long-Term Incentive Plan Options Rule 15 Letter - View PDF
11.4 Unvested Company Share Option Plan Rule 15 Letter - View PDF
11.5 Vested Company Share Option Plan Rule 15 Letter - View PDF
11.6 Numis Securities Limited Rule 15 Consent Letter - View PDF
Arrow Global Group plc (“Sherwood”)
Sherwood Acquisitions Limited (“Bidco”)
(a newly formed company indirectly owned by TDR, as defined below).
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You are attempting to enter the area of this website that is designated for the publication of announcements, documents and information in connection with recommended acquisition by Bidco of Sherwood. The information contained in this website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the information contained in this website does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the possible offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
Access to the Website
If you would like to view this area of the website, please read this notice carefully. This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. Each of Bidco and TDR reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the discretion of Bidco and TDR.
To allow you to view information on this website, you must read this notice in its entirety and then, if you can agree to all matters and make all confirmations set out herein, click "I accept". If you are unable to agree to all matters and make all confirmations, you should click "I decline". The information on this website does not constitute an offer in relation to Sherwood.
The information contained in this website has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers and the information may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and Bidco, Sherwood and TDR have, and accept, no responsibility or duty to update any such information, document or announcement and reserve the right to add to, remove or amend any information reproduced on this Microsite at any time.
As a consequence of legal restrictions, the release, publication or distribution of information contained on this area of the website in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside the United Kingdom who wish to view this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this area of the website. Neither Bidco or TDR nor any of their advisors nor Sherwood nor any of its advisers, assumes any responsibility for any violation by any person of any of these restrictions.
You should not forward, transmit or show the announcements, information or documents contained in this area of the website to any person. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.
Notice to US investors
The offer is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under English law. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules of the US Exchange Act. Accordingly, the offer is subject to disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer rules. Also, the financial information included in this area of the website has been prepared in accordance with International Financial Reporting Standards and thus 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. If TDR or Bidco exercise their right in the future to implement the offer by way of a takeover offer, that offer will be made in compliance with the applicable US laws and regulations.
It may be difficult for US holders of Sherwood shares to enforce their rights and claims arising out of the US federal securities laws, since Sherwood is located in a country other than the United States, and some or all of its officers and directors may be residents of a country other than the United States. US holders of Sherwood shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, TDR or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Sherwood shares outside of the United States, other than pursuant to the offer, before or during the period in which the offer remains open for acceptance. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, J.P. Morgan AG will continue to act as an exempt principal trader in Sherwood shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service of the Financial Services Authority and will be available on the London Stock Exchange website, www.londonstockexchange.com.
Forward Looking Statements
This area of the website may contain certain "forward looking statements" regarding the financial position, business strategy or plans for future operations of Bidco, TDR or Sherwood and their respective group of companies. All statements other than statements of historical fact included in any document may be forward looking statements. Forward looking statements also often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning. By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of the relevant document. Bidco and TDR assume no obligation to, and do not intend to, revise or update any forward looking statements, except as required pursuant to applicable law or regulation.
Unless expressly stated otherwise, no statement in this section of the website is intended to constitute a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods
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