Case: 14 Civ. 8495-RMB
You or someone in your family may have purchased or otherwise acquired Tesco ADRs or Tesco F-Shares between April 18, 2012 and September 22, 2014, inclusive. The Notice is being sent because you have a right to know about a proposed Settlement of a class action lawsuit, and about all of your options, before the Court decides whether to approve the Settlement. If the Court approves the Settlement, and after any objections or appeals are resolved, the Claims Administrator appointed by the Court will make the payments to those persons who timely submit claims by May 5, 2016, in the manner described in the Notice.Back To Top
The Settlement resolves a federal class action lawsuit alleging that Tesco, PLC (“Tesco”) and certain of its officers and directors violated the Securities Exchange Act of 1934 (the “Exchange Act”), and Rule 10b-5 promulgated thereunder, by making materially false and misleading statements and omissions regarding, inter alia, Tesco’s improper accounting and supplier practices, and its true financial condition.
Defendants (as defined in the Notice) deny Lead Plaintiff’s allegations. The parties disagree on whether Defendants violated any federal securities laws, whether the alleged violations actually caused any damages to the Class Members, and on the average amount of damages per share that would be recoverable if Lead Plaintiff and the Class prevailed on their claims.
The federal court has certified, for Settlement purposes only, a class consisting of all Persons or entities who purchased or otherwise acquired Tesco ADRs or Tesco F-Shares between April 18, 2012 and September 22, 2014, inclusive. Excluded from the Class are the Defendants; any officers or directors of Tesco during or after the Class Period; any corporation, trust or other entity in which any Defendant has a controlling interest; and the members of the immediate families of Philip Clarke, Laurie McIlwee, and Richard Broadbent and their successors, heirs, assigns, and legal representatives. Also excluded from the Class definition are all persons and/or entities who have brought claims in the litigation captioned: Western & Southern Life Insurance Co., et al. v. Tesco PLC, No. 15-cv-658-SSB-SKB, currently pending in the United States District Court for the Southern District of Ohio. Also excluded from the Class are those Persons who timely and validly request exclusion from the Class pursuant to the Notice of Pendency and Proposed Settlement of Class Action.
The Settlement will provide a $12,000,000 cash Settlement Fund for the benefit of Class Members who purchased or otherwise acquired Tesco ADRs or Tesco F-Shares between April 18, 2012 and September 22, 2014, inclusive. The “average recovery per damaged share” of Tesco ADRs under the Settlement is $1.52 before deduction of fees and expenses, and the “average recovery per damaged share” of Tesco F-Shares under the Settlement is $0.44 before deduction of fees and expenses.
The Court-appointed Lead Plaintiff is Stephen Klug (“Lead Plaintiff”). The defendants are Tesco, PLC; Philip Clarke, Laurie McIlwee, and Richard Broadbent (the “Individual Defendants); (collectively, “Defendants”).
Your legal rights are affected whether you act or do not act.Back To Top
HOW YOU GET A PAYMENT — SUBMITTING A CLAIM FORM
To qualify for a payment, you must send in a Proof of Claim and Release form (“Claim Form”). You may get a Claim Form on the important documents page. Read the instructions carefully, fill out the Claim Form, include all the documents the form asks for, sign it, and mail it postmarked no later than May 5, 2016.Back To Top
The Court will hold a hearing at 2:00 p.m. on April 21, 2016, to decide whether to approve the Settlement. If the Court approves the Settlement, after that, there may be appeals by Class Members. Resolving appeals can take time, perhaps more than a year. It also takes time for all the Claim Forms to be processed. Thank you for your patience.Back To Top
Unless you specifically exclude yourself, you will be treated as a member of this class action. This means that upon the Effective Date, you will relinquish all Released Claims against the Released Persons. These terms are defined below:
The Parties disagree on the amount of damages, if any, which would have been recoverable had Lead Plaintiffs prevailed on all claims in this litigation. Lead Plaintiffs contend that the misrepresentations and omissions alleged in the Complaint were the direct cause of the artificial elevation and eventual decline in Tesco’s ADRs and Tesco F Shares and caused Lead Plaintiffs and the Class to be damaged. Lead Plaintiffs further contend that the alleged stock decline is fully attributable to the alleged misrepresentations and omissions set forth in the Complaint. Defendants contend that they made no misrepresentations or omissions, but in all events the alleged misrepresentations and/or omissions set forth in the Complaint did not cause a decline in Tesco ADRs and Tesco F-Shares and, therefore, Lead Plaintiff and the Class have not been damaged.
If you remain a Member of the Class, all of the Court’s orders will apply to you and legally bind you.Back To Top
EXCLUDING YOURSELF FROM THE SETTLEMENT
To exclude yourself from the Class, you must send a signed letter by mail stating that you “request exclusion from the Class in In re Tesco PLC Securities Litigation, Civil Action No. 14-CV-8495(RMB).” Your letter should state the date(s), price(s), and number of shares of all your purchases and sales of Tesco ADRs or Tesco F-Shares during the Class Period. In addition, be sure to include your name, address, telephone number, and signature. You must mail your exclusion request postmarked no later than April 5, 2016 to:
In re Tesco PLC Securities Litigation
c/o Epiq Systems, Inc.
P.O. Box 4390
Portland, OR 97208-4390
You cannot exclude yourself by telephone or by email. If you ask to be excluded, you will not get any Settlement payment and you cannot object to the Settlement. You will not be legally bound by anything that happens in this lawsuit, and you may be able to sue (or continue to sue) the Defendants and the other Related Parties in the future. If you exclude yourself, do not send in a Claim Form to ask for any money.Back To Top
No. Unless you exclude yourself, you give up any rights to sue the Defendants and the other Related Parties for any and all Released Claims. If you have a pending lawsuit, speak to your lawyer in that case immediately. You must exclude yourself from this Class to continue your own lawsuit. Remember, the request for exclusion is to be received by the Claims Administrator postmarked no later than April 5, 2016.Back To Top
No, but you may exercise any right you may have to sue, continue to sue, or be part of a different lawsuit against the Defendants and the other Related Parties.Back To Top
THE LAWYERS REPRESENTING YOU
The Court ordered that the law firm of Kahn Swick & Foti, LLC represent all Class Members. This firm is called Lead Counsel. You will not be separately charged for these lawyers. The Court will determine the amount of Lead Counsel’s fees and expenses, which will be paid from the gross Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense.Back To Top
Lead Counsel will move the Court to award plaintiff’s counsel’s attorneys’ fees from the gross Settlement Fund in a total amount not greater than thirty percent (30%) of the gross Settlement Fund and reimbursement of their expenses in an amount no greater than $200,000, plus interest on such expenses may be sought.Back To Top
Lead Counsel is authorized by the Stipulation to pay the Claims Administrator’s fees and expenses incurred in connection with giving notice, administering the Settlement, and distributing the Settlement proceeds to the members of the Class. The Claims Administrator’s fees and expenses will be paid out of the gross Settlement Fund and are estimated to be no greater than $257,147.06. The Claims Administrator was selected through a competitive bidding process and multiple bids were reviewed and considered.Back To Top
OBJECTING TO THE SETTLEMENT
If you are a Class Member, you can object to the Settlement or any of its terms, the proposed Plan of Allocation, and/or the application by Lead Counsel for an award of fees and expenses. You may write to the Court setting out your objection(s). You should state reasons why you think the Court should not approve any or all of the Settlement terms or arrangements.
You must object in writing by sending a signed letter stating that you object to the proposed Settlement in In re Tesco PLC Securities Litigation, Civil Action No. 14-CV-8495(RMB). Your objection must include a cover page identifying this case name and number and naming the hearing date of April 21, 2016, at 2:00 p.m., at the Daniel Patrick Moynihan United States Courthouse, 500 Pearl St., Courtroom 17B, New York, NY 10007. Be sure to include your name, address, telephone number, and signature; identify the date(s), price(s), and number of shares of all purchases and sales of Tesco ADRs and/or Tesco F-Shares you made during the Class Period, and state the reasons why you object to the Settlement. Your objection must be postmarked on or before April 5, 2016, and sent to Kahn Swick & Foti, LLC, on behalf of the Lead Plaintiff, at the following address:
FOR LEAD PLAINTIFF:
Lewis S. Kahn
Kahn Swick & Foti, LLC
206 Covington Street
Madisonville, Louisiana 70447
Lead Counsel for Lead Plaintiff Stephen Klug and the Class
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You do not need to go to the Settlement Hearing to have your written objection considered by the Court. At the Settlement Hearing, any Class Member who has not previously submitted a request for exclusion from the Class may appear and be heard, to the extent allowed by the Court, to state any objection to the Settlement, the Plan of Allocation, or Lead Counsel’s motion for an award of attorneys’ fees and reimbursement of expenses. Any such objector may appear in person or arrange, at that objector’s expense, for a lawyer to represent the objector at the Settlement Hearing. If you or your representative intend to appear in person but have not submitted a written objection postmarked by April 5, 2016, it is recommended that you give advance notice to Lead Counsel for the Class and/or counsel for Defendants of your intention to attend the hearing in order to object and the basis for your objection. You may contact them at the address provided above.
Objecting is simply telling the Court that you do not like something about the proposed settlement. You can object only if you remain in the Class. Excluding yourself is telling the Court that you do not want to be part of the Class. If you exclude yourself, you have no basis to object because the case no longer affects you.Back To Top
THE COURT’S SETTLEMENT HEARING
The Court will hold a Settlement Hearing at 2:00 p.m. on April 21, 2016, at the Daniel Patrick Moynihan United States Courthouse, 500 Pearl St., Courtroom 17B, New York, NY 10007. At this hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate. At the Settlement Hearing, the Court also will consider the proposed Plan of Allocation for the proceeds of the Settlement and the application of Lead Counsel for attorneys’ fees and reimbursement of expenses. The Court will take into consideration any written objections mailed in accordance with the instructions in the Notice. The Court also will listen to people who seek to speak at the hearing, but decisions regarding the conduct of the hearing will be made by the Court. See the Notice for more information about speaking at the hearing. The Court will also decide how much to pay to Lead Counsel. After the hearing, the Court will decide whether to approve the Settlement. We do not know how long these decisions will take.
You should be aware that the Court may change the date and time of the Settlement Hearing. Thus, if you want to come to the hearing, you should check with Lead Counsel before coming to be sure that the date and/or time has not changed.Back To Top
No. Lead Counsel will answer any questions the Court may have. But you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it, though you are welcome to do so. You may also pay your own lawyer to attend, but it is not necessary.Back To Top
IF YOU DO NOTHING
The judgment of the Court will be binding upon you if you do nothing. You will get no money from this Settlement and you will be precluded from starting a lawsuit, continuing with a lawsuit, or being part of any other lawsuit against the Defendants and the other Related Parties about the Released Claims in this case, ever again. To share in the Net Settlement Fund, you must submit a Claim Form. To start, continue, or be a part of any other lawsuit against the Defendants and the other Related Parties about the Released Claims in this case, you must exclude yourself from this Class.Back To Top
GETTING MORE INFORMATION
You may review the Notice, which summarizes the proposed Settlement. More details regarding this proposed Settlement are contained in the Stipulation and Agreement of Settlement with Defendants dated November 18, 2015 (the “Stipulation”), which can be found on this website. You can also obtain a copy by writing to Lead Counsel at their address or by contacting the Claims Administrator.Back To Top
For more detailed information concerning the matters involved in this Action, you can inspect the pleadings, the Stipulation, the Orders entered by the Court, and the other papers filed in the Action at the office of the Clerk of Daniel Patrick Moynihan United States Courthouse, 500 Pearl St., Courtroom 17B, New York, NY 10007, during regular business hours. You may also contact Lead Counsel.Back To Top