TIDMNVA
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
26 September 2017
AXIS CAPITAL HOLDINGS LIMITED:
ANNOUNCEMENT IN RESPECT OF NOVAE GROUP PLC SCHEME OF
ARRANGEMENT
SATISFACTION/WAIVER OF CONDITIONS AND UPDATED EXPECTED TIMETABLE
OF PRINCIPAL EVENTS
On 5 July 2017, the boards of AXIS and Novae announced that they
had reached agreement on the terms of a recommended all cash
acquisition of the entire issued and to be issued share capital of
Novae by AXIS (or, at AXIS's election, a whollyowned subsidiary of
AXIS) (the "Acquisition") at a price of 700 pence in cash for each
Novae Share, to be implemented by way of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act. The scheme
document in relation to the Acquisition was posted to Novae
Shareholders on 2 August 2017.
On 24 August 2017, the boards of AXIS and Novae announced that
they had reached agreement on the terms of an increased recommended
all cash offer in respect of the Acquisition at a price of 715
pence in cash for each Novae Share.
AXIS is pleased to announce that the Conditions (except
Condition 2.3, being the sanction of the Scheme by the Court) have
each been satisfied or AXIS has waived or treated as satisfied such
Conditions.
AXIS has consulted with the European Commission to confirm that
AXIS BidCo may acquire the Novae Shares pursuant to Regulation 7(2)
of Council Regulation (EC) No. 139/2004 before receiving a
clearance decision from the European Commission and that AXIS can
announce that it has acquired such shares. Accordingly, AXIS is
waiving Conditions 3.5 and 3.6, being the conditions relating to
merger control clearance. However, until the European Commission
issues its decision approving the Acquisition, expected by 6
October 2017 and in any case no later than 18 October 2017, AXIS
cannot take steps to implement the Acquisition in any other way
without the express written consent of the European Commission.
Therefore, in practice, currently only the acquisition of the Novae
Shares and the Scheme becoming effective will take place prior to
the European Commission issuing its clearance decision.
It is anticipated that the Scheme Court Hearing to sanction the
Scheme will be held on 28 September 2017 and that the Effective
Date will be 2 October 2017, which is when the Court Order is
expected to be delivered to the Registrar of Companies.
It is anticipated that trading in Novae Shares on the London
Stock Exchange's main market for listed securities and the listing
of Novae Shares on the premium listing segment of the Official List
of the UK Listing Authority will each be suspended with effect from
7.30 a.m. (London time) on 2 October 2017. It is further
anticipated that the de-listing of Novae Shares from the premium
listing segment of the Official List of the UK Listing Authority
and the cancellation of the admission to trading of Novae Shares on
the London Stock Exchange's main market for listed securities will,
subject to the Scheme becoming effective, take effect at 8.00 a.m.
(London time) on 2 October 2017.
The expected timetable of the remaining principal events for the
Acquisition is as set out below:
Event Time and/or date
Scheme 28 September 2017
Court
Hearing
Last day 29 September 2017
of
dealings
in,
and
for
the
registration
of
transfers
of,Novae
Shares
Scheme 6.00 p.m. on 29 September 2017
Record
Time
Suspension 7.30 a.m. on 2 October 2017
of
dealings
in
and
disablement
of CREST
ofNovae
Shares
Effective By 8.00 a.m. on 2 October 2017
Date
of the
Scheme
Cancellation By 8.00 a.m. on 2 October 2017
of
listing
of Novae
Shares
Latest within 14 days of the Effective Date(i.e., by 16 October 2017)
date
for
despatch
of
cheques
and
crediting
of
CRESTaccounts
for
cash
consideration
due
under
the
Scheme
Long 31 March 2018(1)
Stop
Date
(1) This
remains
the
latest
date
by which
the
Scheme
may
become
effective.
However,
the Long
Stop
Datemay
be
extended
to
such
later
date
as Novae
and
AXIS may
agree in
writing
(with
the
Panel's
consentand
as the
Court
may
approve
(should
such
approval(s)
be
required)).
Full details of the Acquisition are set out in the scheme
document published on 2 August 2017, as modified by the
announcement made by AXIS and Novae on 24 August 2017 (the
"SchemeDocument"). Capitalised terms used but not otherwise defined
in this announcement have the meanings given to them in the Scheme
Document.
In accordance with Rule 26.1 of the City Code on Takeovers and
Mergers, a copy of this announcement will be available on the
website of AXIS at www.axiscapital.com by no later than 12.00 p.m.
(London time) on the Business Day following this announcement.
Enquiries
AXIS Capital Holdings Limited +1 212 500 7600
Joe Henry, Chief Financial Officer +1 212 500 7600
Linda Ventresca, Corporate Development +1 212 500 7600
Conrad Brooks, General Counsel
Credit Suisse International +1 212 325 2000
Alejandro Przygoda +1 212 325 2000
Carlos Marque +44 20 7888 8888
Joe Hannon +44 20 7888 8888
Hugh Man
Fenchurch Advisory Partners LLP +44 20 7382 2222
Malik Karim +44 20 7382 2222
Philippe Jacquemard +44 20 7382 2222
Richard Locke +44 20 7382 2222
Philip Evans
Novae Group plc +44 20 7050 9000
Matthew Fosh, Chief Executive +44 20 7050 9000
Reeken Patel, Chief Financial Officer
Evercore Partners International LLP +44 20 7653 6000
Matthew Lindsey-Clark +1 212 857 3100
Stuart Britton +44 20 7653 6000
Neil Bhadra
+44 20 7523 8000
Canaccord Genuity Limited +44 20 7523 8000
Bruce Garrow
Chris Connors
RBC Europe Limited
Oliver Hearsey +44 20 7653 4000
Jonathan Hardy +44 20 7653 4000
Important notices
Evercore, which is authorised and regulated by 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, 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 Acquisition and
accordingly will not be responsible to anyone other than Novae in
providing the protections afforded to clients of Canaccord nor for
providing advice in relation to the Acquisition, the content of
this announcement or any matter referred to herein.
RBC, which is authorised by 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, 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, 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 this announcement,
contains the full terms and conditions of the Acquisition including
details of how to vote in respect of the Acquisition. Any vote in
respect of the Scheme (or, if applicable, the Takeover Offer) or
other response in relation to the Acquisition should be made only
on the basis of the information contained in the Scheme Document
(or, if applicable, acceptance under the offer document). 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 3b4 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 Acquisition or passed upon the adequacy
or accuracy of this document. 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
nonUS, 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 and the Scheme Document 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. The forward looking
statements relate to the AXIS Group or the Enlarged Group's future
prospects, developments and business strategies, the expected
timing and scope of the Acquisition and other statements other than
historical facts. In some cases, these forward looking statements
can be identified by the use of forward looking terminology,
including the terms "can be", "target", "expect", "estimate",
"aim", "opportunity", "create", "represent", "extend", "provide",
"enable", "achieve", "intend", "will", "would", "could", "should",
"proposed", "enhancing", "synergies", "believe" or their negatives
or other variations or comparable terminology. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. If any one or more of these risks or uncertainties
materialises or if any one or more of the assumptions prove
incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward looking statements
should therefore be construed in the light of such factors. Neither
AXIS nor Novae, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward looking statements in this announcement
will actually occur. Given these risks and uncertainties, potential
investors should not place any reliance on forward looking
statements.
The forward-looking statements speak only at the date of this
announcement. AXIS and Novae expressly disclaim any obligation to
update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Novae Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Novae may be provided to AXIS during the offer
period as required under Section 4 of Appendix 4 of the Code to
comply with Rule 2.11(c) of the Code.
The contents of the websites referred to in this announcement
are not incorporated into and do not form part of this
announcement.
Publication on website and hard copies
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be published and made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on AXIS's website at www.axiscapital.com and Novae's
website at www.novae.com by no later than 12 noon on the Business
Day following this announcement. For the avoidance of doubt, the
contents of those websites are not incorporated by reference into,
and do not form part of, this announcement.
Novae Shareholders and AXIS Shareholders may request a hard copy
of this announcement by contacting the registrar of Novae during
business hours on +44 (0) 370 707 1327 or by submitting a request
in writing to Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol, BS99 6ZZ. Your attention is drawn to the
fact that a hard copy of this announcement will not be sent to you
unless so requested. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Acquisition should be in hard copy form.
View source version on businesswire.com:
http://www.businesswire.com/news/home/20170925006443/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
September 26, 2017 02:00 ET (06:00 GMT)
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