TIDMNVA
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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
19 September 2017
RECOMMED CASH ACQUISITION
of
NOVAE GROUP PLC
by
AXIS SPECIALTY UK HOLDINGS LIMITED
(a wholly-owned subsidiary of AXIS CAPITAL HOLDINGS LIMITED)
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
ANNOUNCEMENT OF REGULATORY APPROVALS
Novae Group plc ("Novae") announces that, in connection with the
recommended cash offer made by AXIS Specialty UK Holdings Limited ("AXIS
Bidco") (a wholly-owned subsidiary of AXIS Capital Holdings Limited
("AXIS")) to acquire the entire issued and to be issued share capital of
Novae (the "Acquisition") to be effected by means of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme"):
1. the Prudential Regulation Authority and the Financial Conduct Authority
have both given notice of their unconditional approval of the
Acquisition;
2. Lloyd's of London has given its consent in writing to the Acquisition;
and
3. the Bermuda Monetary Authority has given written notice that it has no
objection to the Acquisition.
Details of the Scheme are contained in the scheme document published on
2 August 2017 in relation to the Acquisition (the "Scheme Document"), as
modified by the increased and final offer announcement made by Novae and
AXIS on 24 August 2017. Capitalised terms used but not otherwise
defined in this announcement (the "Announcement") have the meanings
given to them in the Scheme Document.
The Scheme remains subject to the satisfaction or (where applicable)
waiver of the remaining Conditions set out in the Scheme Document. The
Acquisition is currently being reviewed by the European Commission under
the simplified procedure and Novae anticipates that the Acquisition will
be unconditionally cleared in October 2017. The Scheme also requires
the sanction of Court at the Court Hearing, which is expected to take
place in the fourth quarter of 2017.
The expected timetable of principal events for the implementation of the
Scheme following the Court Hearing remains as set out on page 10 of the
Scheme Document. If any of the dates and/or times in the expected
timetable change, the revised dates and/or times will be notified by
announcement through a Regulatory Information Service.
Enquiries:
Novae Group plc
Matthew Fosh, Chief Executive +44 20 7050 9000
Reeken Patel, Chief Financial Officer
+44 20 7050 9000
Evercore Partners International LLP
Matthew Lindsey-Clark +44 20 7653 6000
Stuart Britton +1 212 857 3100
Neil Bhadra +44 20 7653 6000
Canaccord Genuity Limited
Bruce Garrow +44 20 7523 8000
Chris Connors +44 20 7523 8000
RBC Europe Limited
Oliver Hearsey +44 20 7653 4000
Jonathan Hardy +44 20 7653 4000
AXIS Capital Holdings Limited
Joe Henry, Chief Financial Officer +1 212 500 7600
Linda Ventresca, Corporate Development
+1 212 500 7600
Conrad Brooks, General Counsel +1 212 500 7600
Credit Suisse International
Alejandro Przygoda +1 212 325 2000
Carlos Marque +1 212 325 2000
Joe Hannon +44 20 7888 8888
Hugh Man +44 20 7888 8888
Fenchurch Advisory Partners LLP
Malik Karim +44 20 7382 2222
Philippe Jacquemard +44 20 7382 2222
Richard Locke +44 20 7382 2222
Philip Evans +44 20 7382 2222
Important notices
Evercore Partners International LLP ("Evercore"), which is authorised
and regulated by the Financial Conduct Authority (the "FCA") in the
United Kingdom, is acting as financial adviser exclusively for Novae and
no one else in connection with the matters referred to in this
Announcement and will not regard any other person as its client in
relation to the matters referred to in this Announcement and will not be
responsible to anyone other than Novae for providing the protections
afforded to clients of Evercore, nor for providing advice in relation to
the content of this Announcement or any matter referred to herein.
Neither Evercore nor any of its subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute
or otherwise) to any person who is not a client of Evercore in
connection with this Announcement, any statement contained herein or
otherwise.
Canaccord Genuity Limited, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for Novae as corporate
broker and no-one else in connection with the subject matter of this
Announcement and will not be responsible to anyone other than Novae for
providing the protections afforded to its clients or for providing
advice in relation to the subject matter of this Announcement.
RBC Europe Limited ("RBC"), which is authorised by the Prudential
Regulation Authority (the "PRA") and regulated in the United Kingdom by
the FCA and the PRA, is acting exclusively for Novae as corporate broker
and no one else in connection with the Acquisition and accordingly will
not be responsible to anyone other than Novae in providing the
protections afforded to clients of RBC nor for providing advice in
relation to the Acquisition, the content of this Announcement or any
matter referred to herein.
Credit Suisse International ("Credit Suisse"), which is authorised by
the PRA and regulated by the FCA and the PRA in the United Kingdom, is
acting as financial adviser exclusively for AXIS and AXIS BidCo and no
one else in connection with the Acquisition and the matters set out in
this Announcement. Except for the responsibilities and liabilities, if
any, which may be imposed on Credit Suisse by FSMA or the regulatory
regime established thereunder, Credit Suisse will not be responsible to
anyone other than AXIS and AXIS BidCo for providing the protections
afforded to clients of Credit Suisse, nor for providing advice in
relation to the Acquisition or any matter referred to herein. Neither
Credit Suisse nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Credit Suisse in
connection with this Announcement, any statement contained herein or
otherwise.
Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as financial
adviser exclusively for AXIS and AXIS BidCo and no one else in
connection with the Acquisition and, accordingly, will not be
responsible to anyone other than AXIS and AXIS BidCo for providing the
protections afforded to clients of Fenchurch or for providing advice in
relation to the Acquisition, the content of this Announcement or any
matter referred to herein. Neither Fenchurch nor any of its
subsidiaries, branches or affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not
a client of Fenchurch in connection with this Announcement, any
statement contained herein or otherwise
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 purchase, 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 Acquisition or
otherwise nor shall there be any sale, issuance or transfer of
securities of Novae in any jurisdiction in contravention of applicable
law. The Acquisition will be implemented solely by means of the Scheme
Document (or if the Acquisition is implemented by way of a Takeover
Offer, the offer document), which, together with the increased and final
offer announcement made by AXIS and Novae on 24 August 2017, contains
the full terms and conditions of the Acquisition. Each Novae
Shareholder is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Acquisition applicable
to him.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in or into
jurisdictions other than the UK may be restricted by law and therefore
any persons who are subject to the laws of any jurisdiction other than
the UK should inform themselves about, and observe, any applicable legal
or regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Novae Shares with
respect to the Scheme at the Court Meeting, or to appoint another person
as proxy to vote at the Court Meeting on their behalf, may be affected
by the laws of the relevant jurisdictions in which they are located.
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 Acquisition disclaim any responsibility or liability for
the violation of such restrictions by any person. This Announcement has
been prepared for the purpose of complying with English 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 England.
Copies of this Announcement and formal documentation relating to the
Acquisition will not be, and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction or any
jurisdiction where to do so would violate the laws of that jurisdiction
and persons receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send them in
or into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of the Acquisition. If
the Acquisition is implemented by way of Takeover Offer (unless
otherwise permitted by applicable law or regulation), the Takeover Offer
may not be made, directly or indirectly, in or into or from within any
Restricted Jurisdiction.
The Acquisition relates to the shares of an English company that is a
"foreign private issuer" as defined in Rule 3b-4 under the US Securities
Exchange Act of 1934, as amended, and is proposed to be effected by
means of a scheme of arrangement under English law. Neither the US
proxy solicitation rules nor (unless implemented by means of an offer)
the tender offer rules under the US Securities Exchange Act of 1934, as
amended, will apply to the Acquisition. Accordingly, the Scheme will be
subject to the disclosure requirements and practices applicable to the
United Kingdom and under the Code to schemes of arrangement, which
differ from the disclosure requirements of the US proxy solicitation
rules and tender offer rules. Neither the SEC, nor any securities
commission of any state of the United States, has approved the
Acquisition, passed upon the fairness of the Acquisition or passed upon
the adequacy or accuracy of this Announcement. Any representation to
the contrary is a criminal offence in the United States. Financial
information relating to Novae included in this Announcement and the
Scheme Document has been or will have been prepared in accordance with
accounting standards applicable in the United Kingdom that 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.
The receipt of cash pursuant to the Acquisition by a US beneficial owner
of Novae Shares as consideration for the transfer of its Scheme Shares
pursuant to the Scheme will be a taxable transaction for United States
federal income tax purposes and may also be a taxable transaction under
other applicable tax laws, including any applicable United States state
and local, as well as non-US, tax laws. Each Novae Shareholder is
urged to consult his independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable to him.
If the Acquisition is implemented by way of a Takeover Offer and AXIS
determines to extend such offer into the United States, the offer will
be made in compliance with applicable UK and US securities laws and
regulations, including the US tender offer rules.
In accordance with normal UK practice, AXIS or its nominees, or its
brokers (acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, Novae Shares outside of the US, other
than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. 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 and will be
available on the London Stock Exchange website at
www.londonstockexchange.com.
Forward looking statements
This Announcement (including information incorporated by reference in
this Announcement), oral statements made regarding the Acquisition, and
other information published by Novae and AXIS contain statements which
are, or may be deemed to be, "forward looking statements". Such forward
looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on numerous
assumptions regarding the business strategies and the environment in
which the AXIS Group or the Enlarged Group will operate in the future
and are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by those
statements. Forward-looking statements include, without limitation,
statements that typically contain words such as "can be", "target",
"expect", "estimate", "aim", "opportunity", "create", "represent",
"extend", "provide", "enable", "achieve", "intend", "will", "would",
"could", "should", "proposed", "enhancing", "synergies", "believe" or
similar expressions. By their nature, forward-looking statements
involve known or unknown risks and uncertainties because they relate to
events and depend on circumstances that will occur in the future.
Actual results may differ materially from those expressed in the
forward-looking statements depending on a number of factors, including,
but not limited to, the enactment of legislation or regulation that may
impose costs or restrict activities, the satisfaction of the conditions
to the offer, future market conditions, the behaviour of other market
participants, an adverse change in the economic climate, a fluctuation
in the level of clients' commercial activity, appropriate consultation
with employee representative bodies, a loss of key personnel and the
extent to which the Novae and the AXIS Group businesses are successfully
integrated. Many of these risks and uncertainties relate 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. The forward-looking statements contained in this
Announcement are made as of the date hereof. None of Novae, any member
of the Novae Group, AXIS, AXIS BidCo or any member of the AXIS Group
assumes any obligation or intends publicly to update or revise these
forward-looking statements, whether as a result of future events, new
information or otherwise except as required pursuant to applicable law.
No profit forecast or 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 per Novae Share or AXIS Share for the
current or future financial years would necessarily match or exceed the
respective historical published earnings per Novae Share or AXIS Share
or to mean that the Enlarged Group's earnings in the first 12 months
following the Acquisition, or in any subsequent period, would
necessarily match or be greater than those of Novae or AXIS for the
relevant preceding financial period or any other period.
Dealing and Opening Position Disclosure Requirements of the City Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per
cent. 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) of the Code 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 per cent. 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 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 of the Code.
Opening Position Disclosures must also be made by the offeree company
and by an offeror and Dealing Disclosures must also be made by the
offeree company, by an offeror and by any persons acting in concert with
any of them (see Rules 8.1, 8.2 and 8.4 of the Code).
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 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 on the Novae website
at www.novae.com and the AXIS website at www.axiscapital.com by no later
than 12.00 noon (London time) on the Business Day following the date of
publication of this Announcement (subject to any applicable restrictions
relating to persons resident in Restricted Jurisdictions). For the
avoidance of doubt, save as expressly referred to in this Announcement,
the contents of those websites are not incorporated into and do not form
part of this Announcement.
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Novae Group plc via Globenewswire
http://www.novae.com/home.aspx
(END) Dow Jones Newswires
September 19, 2017 09:28 ET (13:28 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
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