TIDM55TM
RNS Number : 5273Q
Marlin Bidco Limited
12 September 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
12 SEPTEMBER 2017
FINAL OFFER
for
Shawbrook Group plc ("Shawbrook")
by
Marlin Bidco Limited ("Marlin Bidco")
CLOSING OF FINAL OFFER
1 Introduction
On 5 June 2017, Marlin Bidco, a company jointly owned by funds
managed and/or advised by Pollen Street Capital Limited ("Pollen
Street Capital") and funds advised by BC Partners LLP ("BC
Partners"), announced an increased and final cash offer pursuant to
which Marlin Bidco would offer to acquire the entire issued and to
be issued ordinary share capital of Shawbrook not already directly
or indirectly owned by it or its concert parties (the "Final
Offer").
The Final Offer was declared unconditional in all respects on 7
July 2017.
On 24 August 2017, the UK Listing Authority cancelled the
listing of Shawbrook's shares on the premium listing segment of the
Official List and the London Stock Exchange cancelled the trading
of Shawbrook's shares on the London Stock Exchange's main market
for listed securities.
On 31 August 2017, Marlin Bidco completed the exercise its
rights pursuant to the provisions of Chapter 3 of Part 28 of the
Companies Act to acquire compulsorily the remaining Shawbrook
shares in respect of which the Final Offer had not been accepted on
the same terms as the Final Offer.
2 Closing of Final Offer
Marlin Bidco announces that it has acquired the entire issued
share capital of Shawbrook.
The Final Offer is therefore closed to further acceptances with
effect from 26 September 2017.
Enquiries:
Marlin Bidco
Lindsey McMurray, Director +44 20 3728 6750
Cédric Dubourdieu, Director +44 20 7009 4800
Morgan Stanley & Co. International
plc
Colm Donlon
Laurence Hopkins
Dominic Desbiens +44 20 7425 8000
Quayle Munro Limited +44 20 7907 4200
Lawrence Guthrie
Christian Kent
Macquarie Capital +44 20 3037 2000
Jonny Allison
Alex Reynolds
Greenbrook Communications
Andrew Honnor
Charlotte Balbirnie
Alex Jones +44 20 7952 2000
Linklaters LLP is retained as legal adviser
to Pollen Street Capital, BC Partners and Marlin
Bidco in connection with the Final Offer.
Important Notices relating to financial advisers
Unless expressly defined in this announcement, terms defined in
the Final Offer Document have the same meaning when used in this
announcement. All references to time in this announcement are to
London time.
Morgan Stanley & Co International plc ("Morgan Stanley"),
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively
as financial adviser to Marlin Bidco and no one else in connection
with the Final Offer. In connection with such matters, Morgan
Stanley, its affiliates and their respective directors, officers,
employees and agents will not regard any other person as their
client, nor will they be responsible to anyone other than Marlin
Bidco for providing the protections afforded to clients of Morgan
Stanley nor for providing advice in connection with the Final
Offer, the contents of this announcement or any matter referred to
herein.
Quayle Munro Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Marlin Bidco, Pollen Street
Capital and BC Partners and no one else in connection with the
Final Offer and shall not be responsible to anyone other than
Marlin Bidco, Pollen Street Capital and BC Partners for providing
the protections afforded to clients of Quayle Munro Limited nor for
providing advice in connection with the Final Offer or any matter
referred to herein.
Macquarie Capital (Europe) Limited, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to Marlin Bidco, Pollen
Street Capital and BC Partners and no one else in connection with
the Final Offer and shall not be responsible to anyone other than
Marlin Bidco, Pollen Street Capital and BC Partners for providing
the protections afforded to clients of Macquarie Capital (Europe)
Limited nor for providing advice in connection with the Final Offer
or any matter referred to herein.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer,
invitation or the solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Final Offer or otherwise nor shall
there be any sale, issuance or transfer of securities of Shawbrook
in any jurisdiction in contravention of applicable law.
This announcement has been prepared for the purpose of complying
with English law and the Takeover Code and the 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 the United Kingdom.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Forward looking statements
This announcement contains statements that are, or may be deemed
to be, forward looking statements. All statements other than
statements of historical facts included in this announcement may be
forward looking statements. Forward looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations, assumptions and projections about
future events, and are therefore subject to risks and uncertainties
that could cause actual results, performance or events to differ
materially from those expressed or implied by such forward looking
statements. Without limitation, any statements preceded or followed
by or that include the words "target", "plans", "believes",
"expects", "is expected to", "is subject to", "aims", "intends",
"will", "may", "should", "anticipates", "estimates", "projects",
"budget", "scheduled", "forecasts" or words or terms of similar
substance or the negative thereof, are forward looking statements.
Forward looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Marlin Bidco's or the Shawbrook Group's operations and potential
synergies resulting from the Final Offer; and (iii) the effects of
government regulation or the macroeconomic environment on Marlin
Bidco's or the Shawbrook Group's business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. All forward
looking statements contained in this announcement speak only at the
date of this announcement and are expressly qualified in their
entirety by the cautionary statements contained or referred to in
this section.
Neither Marlin Bidco nor its Affiliates, nor any of their
respective directors, officers, employees, advisers or associates,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward
looking statements contained in this announcement will actually
occur. Each of Marlin Bidco and its Affiliates, and their
respective directors, officers, employees, advisers and associates,
disclaims any intention or obligation to update or revise any
forward looking or other statements contained herein, except as
required by applicable law.
No profit forecasts or profit estimates
No statement in this announcement is intended as a profit
forecast or profit estimate and no statement in this announcement
should be interpreted to mean that earnings or earnings per
Shawbrook Share, for the current or future financial years, would
necessarily match or exceed the historical published earnings or
earnings per Shawbrook Share.
Time
All times shown in this announcement are London times, unless
otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPOKBDDBBKDCCD
(END) Dow Jones Newswires
September 12, 2017 08:22 ET (12:22 GMT)
Grafico Azioni Shawbrook 25 (LSE:55TM)
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Grafico Azioni Shawbrook 25 (LSE:55TM)
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