TIDMGBGI TIDMTTM
RNS Number : 6893H
GBGI Limited
19 November 2018
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
NEITHER THE GFSC NOR THE STATES OF GUERNSEY TAKE ANY
RESPONSIBILITY FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR
OPINIONS EXPRESSED IN THIS DOCUMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION NO 596/2014. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
19 November 2018
RECOMMED CASH OFFER
for
GBGI Limited ("GBGI")
by
Elm Bidco, L.P. ("Bidco")
a Cayman Island exempted limited partnership that is controlled
by affiliates of
Further Global Capital Management, L.P. ("Further Global")
to be effected by means of a scheme of arrangement
under Part VIII of The Companies (Guernsey) Law, 2008, as
amended
PUBLICATION OF THE SCHEME DOCUMENT
On 5 November 2018, the Boards of GBGI and Bidco announced that
they had reached agreement on the terms of a recommended cash offer
by Bidco for the entire issued and to be issued share capital of
GBGI (the "Offer"). The Offer is to be effected by means of a
scheme of arrangement between GBGI and the Scheme Shareholders
under Part VIII of the Companies Law of Guernsey.
Capitalised terms in this announcement, unless otherwise
defined, have the same meaning as set out in the Scheme Document
(as defined below).
Publication of the Scheme Document
GBGI is pleased to announce that it has today published a
circular in relation to the Scheme (the "Scheme Document"). The
Scheme Document, together with associated Forms of Proxy and Form
of Election, will now be posted to GBGI Shareholders and those
persons with information rights in hard copy.
The Scheme Document sets out, among other things, a letter from
the Chairman of GBGI, the full terms and conditions of the Scheme,
an explanatory statement pursuant to section 108 of Part VIII of
the Companies Law of Guernsey, an expected timetable of principal
events, notices of the Court Meeting and General Meeting to be held
at Appleby (Guernsey) LLP, Hirzel Court, St Peter Port, Guernsey
GY1 3BN on 14 December 2018 from 10:00 a.m. and details of the
action to be taken by GBGI Shareholders. The Scheme Document will
be posted, or made available electronically (as required), to GBGI
Shareholders and those persons with information rights.
A copy of the Scheme Document will also be submitted to the
National Storage Mechanism, where it will be available for
inspection at www.morningstar.co.uk/uk/NSM/.
Action required by GBGI Shareholders
Notices convening the Court Meeting and the General Meeting at
10:00 a.m. on 14 December 2018 and 10:15 a.m. on 14 December 2018
(or as soon thereafter as the Court Meeting has concluded or been
adjourned), respectively, to be held at the offices of Appleby
(Guernsey) LLP, Hirzel Court, St Peter Port, Guernsey GY1 3BN, are
included in the Scheme Document. Forms of proxy for use at such
meetings are enclosed with the Scheme Document (or will be posted
separately to GBGI Shareholders who have not elected to receive
hard copies of the Scheme Document).
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair and reasonable representation of the Scheme Shareholders'
opinion. Scheme Shareholders are therefore strongly urged to
complete, sign and return the Forms of Proxy (once received), or
alternatively, submit your proxy by electronic means, as soon as
possible.
A Form of Election is also enclosed with the Scheme Document.
Please note that you will not need to complete a Form of Election
if you wish to receive the Cash Consideration in US$, only if you
wish to make a Sterling Cash Election or wish to elect for the
Unlisted Bidco Interest Alternative.
Copies of this announcement and the Scheme Document will be
available (subject to certain restrictions relating to persons in
certain overseas jurisdictions) on GBGI's website
www.gbg.com/#/AboutGBG/Investors and on Bidco's website at
www.furtherglobal.com/Offer up to an including the Effective
Date.
Holders of GBGI Shares should carefully read the Scheme Document
in their entirety before making a decision with respect to the
Scheme.
Shareholder Helpline
A shareholder helpline is available for GBGI Shareholders. If
you have any questions about the Scheme Document, the Court Meeting
or the General Meeting, or how to complete the Forms of Proxy or
Form of Election, please call Link Asset Services on +44 (0)371 664
0321. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate. Link Asset Services is open
between 9:00 a.m. to 5.30 p.m. Monday to Friday (London time),
excluding public holidays in England and Wales. Please note that
Link Asset Services cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and
training purposes.
Cancellation of admission of GBGI Shares to trading on AIM
The last day of dealings in, and registration of transfers of,
GBGI Shares (other than the registration of the transfer of the
Scheme Shares to Bidco pursuant to the Scheme) on AIM is expected
to be the Effective Date and no transfers will be registered after
the Scheme Record Time, which is expected to be 6.00 p.m. on 5
February 2019. It is also intended that dealings in GBGI Shares
will be suspended at the Scheme Record Time. GBGI will make an
application to AIM for the cancellation of the admission to trading
of GBGI Shares on AIM, expected to take effect at 7.00 a.m. on 6
February 2019.
Timetable
Subject to the approval of GBGI Shareholders at the Court
Meeting and General Meeting, the approval of the Bidco Shareholders
at the General Meeting, as well as the satisfaction or waiver of
the other Conditions set out in the Scheme Document, completion of
the Offer is expected to occur in the first quarter of 2019.
The expected timetable of principal events for the
implementation of the Scheme is set out below. All times shown in
this Announcement are references to London time unless otherwise
stated.
Event Time and/or date
Latest time for lodging Form of Proxy 10.00 a.m. on 12 December
for the Court Meeting (BLUE form) 2018(1)
Latest time for lodging Form of Proxy 10.15 a.m. on 12 December
for the General Meeting (WHITE form) 2018(2)
Latest time for lodging Form of Election 1.00 p.m. on 12 December
(PINK form) or CREST instructions 2018(3)
Scheme Voting Record Time 6.00 p.m. on 12 December
2018(4)
Court Meeting 10.00 a.m. on 14 December
2018
General Meeting 10.15 a.m. on 14 December
2018(5)
The following dates are indicative only
and are subject to change(6)
Court Hearing 10.15 a.m. on 5 February
2019
Last day of dealings in, and for registration 6.00 p.m. on 5 February
of transfers of, and disablement in 2019
CREST of GBGI Shares
Scheme Record Time 6.00 p.m. on 5 February
2019
Dealings in GBGI Shares suspended 6.00 p.m. on 5 February
2019
Effective Date of the Scheme 5 February 2019
Cancellation of admission to trading 7.00 a.m. on 6 February
on AIM of GBGI Shares 2019
Latest date for despatch of cheques by end of 19 February
or settlement through CREST 2019
Long Stop Date 29 April 2019
1. It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged at least 48 hours prior to the time appointed for
the Court Meeting (excluding any part of a day that is not a
Business Day). BLUE Forms of Proxy not so lodged may be handed to
the Chairman of the Court Meeting or the Registrar before the start
of the Court Meeting. Please see "Action to be taken" in paragraph
18 of part 2 of this document.
2. WHITE Forms of Proxy for the General Meeting must be lodged
at least 48 hours prior to the time appointed for the General
Meeting (excluding any part of a day that is not a Business Day).
WHITE Forms of Proxy may NOT be handed to the Chairman of the
General Meeting or the Registrar at the General Meeting. Please see
"Action to be taken" in paragraph 18 of part 2 of this
document.
3. GBGI Shareholders who fail (or choose not) to make a Sterling
Cash Election by 1.00 p.m. on 12 December 2018, or who make
elections which are in any way invalid, will be deemed to have
elected to receive Cash Consideration in respect of their GBGI
Shares in USD. Please see "Action to be taken" in paragraph 18 of
part 2 of this document.
4. If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be 6.00 p.m. on the day which is two days before the
date set for such adjourned Meeting.
5. Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
6. These dates and times are indicative only and will depend,
among other things, upon the date upon which: (i) the Conditions
set out in Part 4 of this document are satisfied or (if applicable)
waived; and (ii) the Court sanctions the Scheme. GBGI will give
notice of the change(s) by issuing an announcement through a
Regulatory Information Service. All GBGI Shareholders have the
right to attend the Court Hearing.
Enquiries:
GBGI Limited
Bob Dubrish (CEO) +1 949 421 3180
Eric Dickelman (CFO) +1 949 421 3390
Canaccord Genuity Limited
(Financial adviser, NOMAD and broker to GBGI) +44 (0)20 7523 8000
Sunil Duggal
Bill Gardiner
Emma Gabriel
Bidco/Further Global
Eric Leathers +1 646-661-1888
Perella Weinberg Partners +1 212 287 3200
(Financial adviser to Bidco and Further Global) +44 (0)20 7268 2800
Titus Leung
James Triggs
Andy Tam
Important Notices
Canaccord Genuity Limited which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority ("FCA"), is
acting as financial adviser to GBGI and for no one else in
connection with the Offer and other matters referred to in this
document and will not be responsible to anyone other than GBGI for
providing the protections afforded to its clients or for providing
advice in relation to the Offer, the contents of this document or
any other matters referred to in this document.
Perella Weinberg Partners UK LLP which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser to Further Global and for no one else in connection with
the subject matter of this announcement and will not be responsible
to anyone other than Further Global for providing the protections
afforded to its clients nor for providing advice in connection with
the subject matter of this announcement.
Further Information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or the
solicitation of an offer to buy, otherwise acquire, subscribe for,
sell or otherwise dispose of any securities, pursuant to the Offer
or otherwise, nor shall there be any purchase, sale, issuance or
exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation, sale, issuance or exchange would be
unlawful prior to the registration or qualification under the laws
of such jurisdiction. The Offer will be made solely by means of the
Scheme Document or any document by which the Offer is made which
will contain the full terms and Conditions of the Offer, including
details of how to vote in respect of the Proposed Acquisition.
This Announcement has been prepared for the purpose of complying
with English law, Guernsey law and the 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 of the United Kingdom or
Guernsey.
GBGI will prepare the Scheme Document to be distributed to
Scheme Shareholders at no cost to them. GBGI and Further Global
urge Scheme Shareholders to read the Scheme Document in full when
it becomes available because it will contain important information
relating to the Offer.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or Guernsey or who are subject to
the laws of other jurisdictions should inform themselves of, and
observe, any applicable requirements. Further details in relation
to the Overseas Shareholders will be contained in the Scheme
Document. 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 restrictions
by any person.
The Offer relates to shares of a Guernsey incorporated company
and is proposed to be effected by means of a scheme of arrangement
under Part VIII of the Guernsey Companies Law. The Offer, proposed
to be implemented by way of a scheme of arrangement, is not subject
to the proxy solicitation rules nor the tender offer rules under
the US Securities Exchange Act of 1934, as amended (the "US
Exchange Act"). Accordingly, the Offer is subject to the disclosure
requirements, rules and practices applicable in Guernsey to schemes
of arrangement, which differ from the requirements of US proxy
solicitation or tender offer rules. However, if Bidco were to elect
to implement the Offer by means of a Takeover Offer and determines
to extend the Takeover Offer into the United States, such Takeover
Offer would be made in compliance with all applicable United States
laws and regulations. Such a Takeover Offer would be made in the
United States by Bidco and no one else. In addition to any such
Takeover Offer, Further Global, certain affiliated companies and
the nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in GBGI outside
such Takeover Offer during the period in which such Takeover Offer
would remain open for acceptance. If such purchases or arrangements
to purchase were to be made, they would be made outside the United
States and would comply with applicable law, including the US
Exchange Act.
The Class B Bidco Interests to be issued pursuant to the Offer
have not been registered under the US Securities Act of 1933, as
amended (the "US Securities Act") and may not be offered or sold in
the United States absent registration or an applicable exemption
from the registration requirements of the US Securities Act. The
Class B Bidco Interests to be issued pursuant to the Offer will be
issued pursuant to the exemption from registration provided by
Section 3(a)(10) under the US Securities Act. If, in the future,
Bidco exercises its right to implement the Offer by way of a
Takeover Offer or otherwise in a manner that is not exempt from the
registration requirements of the US Securities Act, it may be
required to file a registration statement with the US Securities
and Exchange Commission (the "SEC") that will contain a prospectus
with respect to the issuance of Class B Bidco Interests. In this
event, Scheme Shareholders are urged to read these documents and
any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will
contain important information, and such documents will be available
free of charge at the SEC's website at www.sec.gov or by directing
a request to Bidco's contact for enquiries identified above.
None of the securities referred to in this Announcement have
been approved or disapproved by the SEC, any state securities
commission in the United States or any other US regulatory
authority, nor have such authorities passed upon or determined the
adequacy or accuracy of the information contained in this document.
Any representation to the contrary is a criminal offence in the
United States.
GBGI is incorporated under the laws of Guernsey. In addition,
some of its officers and directors reside outside the United
States, and some or all of its assets are or may be located in
jurisdictions outside the United States. Therefore, investors may
have difficulty effecting service of process within the United
States upon those persons or recovering against GBGI or its
officers or directors on judgments of United States courts,
including judgments based upon the civil liability provisions of
the United States federal securities laws. It may not be possible
to sue GBGI or its officers or directors in a non-U.S. court for
violations of the U.S. securities laws.
GBGI's financial statements, and all financial information that
is included in this Announcement, or that may be included in the
Scheme Document, have been prepared in accordance with
international financial reporting standards and may not be
comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles.
Unless otherwise determined by Bidco or required by the 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 and no person may vote in favour of the offer by
any such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this Announcement and all documents relating to the Offer are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this Announcement and all
documents relating to the Offer (including custodians, nominees and
trustees) must observe these restrictions and must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Offer to Scheme Shareholders who are not
resident in the United Kingdom or Guernsey may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom or Guernsey
should inform themselves of, and observe, any applicable
requirements.
The Offer will be subject to the applicable requirements of the
Guernsey Companies Law, the Court (as a result of GBGI being
incorporated in Guernsey) and the GFSC (as a result of members of
the GBGI Group being licensed pursuant to the Guernsey IB Law),
together with the applicable requirements of the Code, the Panel,
the London Stock Exchange and the AIM Rules.
Forward looking statements
This Announcement contains statements about Bidco and GBGI that
are or may be forward looking statements. These statements are
based on the current expectations of the management of Bidco and
GBGI and are naturally subject to uncertainty and changes in
circumstances. All statements, including the expected timing and
scope of the Offer, other than statements of historical facts
included in this Announcement, may be forward looking statements.
Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "would", "could",
"anticipates", "estimates", "projects", "strategy" 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 Bidco's or GBGI's operations and potential
synergies resulting from the Offer; and (iii) the effects of
government regulation on Bidco's or GBGI's business.
Such forward looking statements are not guarantees of future
performance. By their nature, because they relate to events and
depend on circumstances that will occur in the future, 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 and
developments to differ materially from those projected or implied
in any forward looking statements. These factors include, but are
not limited to, the satisfaction of the conditions to the Offer, as
well as additional factors, such as changes in political and
economic conditions, changes in laws or the enforcement or
interpretation thereof, changes in the level of capital investment,
retention of key employees, changes in customer habits, success of
business and operating initiatives and restructuring objectives,
impact of any acquisitions or similar transactions, changes in
customers' strategies and stability, competitive product and
pricing measures, changes in the regulatory environment,
fluctuations or interest and exchange rates, the outcome of any
litigation. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the
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. Each of
Bidco, Further Global and GBGI disclaims any obligation to update
publicly or revise any forward looking or other statements
contained herein, whether as a result of new information, future
events or otherwise, except as required by applicable law.
No profit forecasts or estimates
Nothing in this announcement is intended, or is to be construed,
as a profit forecast or to be interpreted to mean that earnings per
Bidco Share or GBGI Share for the current or future financial
years, will necessarily match or exceed the historical published
earnings per Bidco Share or GBGI Share.
Dealing and Opening Position Disclosure Requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure. Under Rule
8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any securities exchange offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions), on GBGI's website at
www.gbg.com/#/AboutGBG/Investors and on Bidco's website at
www.furtherglobal.com/Offer by no later than 12.00 noon (London
time) on 20 November 2018 (being the business day following the
date of this announcement) in accordance with Rule 26.1(a) of the
Code. The content of the website referred to in this announcement
is not incorporated into and does not form part of this
announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled
may request a copy of this announcement (and any information
incorporated into it by reference to another source) in hard copy
form free of charge. A person may request that all future
documents, announcements and information sent to that person in
relation to the Offer should be in hard copy form. Any request
should be sent to Link Asset Services or by calling Link Asset
Services on +44 (0)371 664 0321 (calls outside the United Kingdom
will be charged at the applicable international rate). Lines are
open 9:00 a.m. (London time) - 5:30 p.m., Monday to Friday
(excluding public holidays in England and Wales).
, the news service of the London Stock Exchange. RNS is approved by
the Financial Conduct Authority to act as a Primary Information
Provider in the United Kingdom. Terms and conditions relating to
the use and distribution of this information may apply. For further
information, please contact rns@lseg.com or visit www.rns.com.
SOAEAAFPFLKPFFF
(END) Dow Jones Newswires
November 19, 2018 02:00 ET (07:00 GMT)
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