TIDMSHAW
RNS Number : 5241I
Marlin Bidco Limited
19 June 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
19 JUNE 2017
FINAL OFFER
for
Shawbrook Group plc ("Shawbrook")
by
Marlin Bidco Limited ("Marlin Bidco")
FINAL OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES
1 Introduction
On 31 March 2017, the board of 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 a 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 "Offer"). The
full terms of, and conditions to, the Offer and the procedures for
acceptance were set out in the original offer document dated 20
April 2017 (the "Original Offer Document").
On 5 June 2017, Marlin Bidco 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 full terms of, and
conditions to, the Final Offer and the procedures for acceptance
were set out in the final offer document dated 5 June 2017 (the
"Final Offer Document").
2 Acceptance Condition satisfied and Final Offer declared unconditional as to acceptances
The Final Offer is subject to an acceptance condition at a level
of Marlin Bidco needing to acquire or agree to acquire (whether
pursuant to the Final Offer or otherwise) Shawbrook Shares
representing more than 50 per cent. of the voting rights normally
exercisable at a general meeting of Shawbrook (unless otherwise
determined by Marlin Bidco, calculated on a fully-diluted basis).
Marlin Bidco announces that, as permitted by the terms of the
Offer, it has determined that any Shawbrook Shares required to
satisfy awards or options under the Shawbrook Share Option Schemes
that will vest or become exercisable in respect of Shawbrook Shares
on or after the Offer becomes wholly unconditional will be excluded
from such calculation.
Valid acceptances of the Final Offer have been received
amounting to 92,165,781 Shawbrook Shares, which, together with the
97,208,919 Shawbrook Shares held by persons acting in concert with
or that are joint offerors with Marlin Bidco, represent, in
aggregate, approximately 75.6 per cent. of Shawbrook's issued
ordinary share capital.
Marlin Bidco is pleased to announce that, in light of the
acceptances referred to above, the Acceptance Condition set out in
paragraph 1(a) of Part A of Appendix I to the Original Offer
Document (as amended by Appendix I to the Final Offer Document) has
now been satisfied and the Final Offer has become unconditional as
to acceptances.
Completion of the Final Offer remains subject to other
outstanding conditions as set out in the Final Offer Document.
The Code requires that, except with the consent of the Panel,
all conditions to the Final Offer must either be fulfilled or the
Final Offer must lapse within 21 days of the date on which the
Final Offer becomes, or is declared, unconditional as to
acceptances. In order to accommodate the review process relating to
the PRA Regulatory Approvals, Marlin Bidco has requested and
received the consent of the Panel to extend the date by which the
Final Offer must become or be declared unconditional in all
respects in accordance with Rule 31.7 of the Code until the date
that is the later of (i) the date provided for under Rule 31.7 of
the Code and (ii) the date following the statutory deadline for
receipt of the PRA Regulatory Approvals (being not later than 81
days following the date on which the Original Offer Document is
published (and that such date may not be further extended other
than with the agreement of Marlin Bidco, as well as with the
consent of the Panel)). Marlin Bidco is seeking to expedite the
approval process for the PRA Regulatory Approvals as much as
possible.
As the Final Offer is now unconditional as to acceptances,
Shawbrook Shareholders who have accepted the Final Offer are now
unable to withdraw their acceptance.
3 Level of acceptances
As at 1.00 pm on 19 June 2017, Marlin Bidco has received valid
acceptances in respect of a total of 92,165,781 Shawbrook Shares,
representing approximately 36.8 per cent. of the issued ordinary
share capital of Shawbrook, which Marlin Bidco may count towards
the satisfaction of the Acceptance Condition. So far as Marlin
Bidco is aware, none of these acceptances have been received from
persons acting in concert with Marlin Bidco.
These acceptances include those received in respect of 9,495,035
Shawbrook Shares (representing approximately 3.8 per cent. of the
existing issued ordinary share capital of Shawbrook) held by
certain Shawbrook Shareholders who had given letters of intent in
support of the Final Offer.
This figure does not include the 97,208,919 Shawbrook Shares,
representing approximately 38.8% of the issued ordinary share
capital of Shawbrook, held by persons acting in concert with or
that are joint offerors with Marlin Bidco, which will also count
towards the satisfaction of the Acceptance Condition.
Therefore, the total number of Shawbrook Shares which Marlin
Bidco may count towards the satisfaction of the Acceptance
Condition is 189,374,700 Shawbrook Shares (representing
approximately 75.6 per cent. of the existing issued ordinary share
capital of Shawbrook).
4 Interests in relevant securities
As at 1.00 pm on 19 June 2017, Marlin Bidco and the following
persons acting in concert with or that are joint offerors with
Marlin Bidco had an interest in, a right to subscribe in respect
of, or a short position in relation to certain Shawbrook relevant
securities. The nature of the interests or rights concerned and
number of Shawbrook relevant securities to which these apply are
listed below:
Nature of interest Number of Shawbrook
Name or rights concerned Shares
Marlin Bidco Beneficial owner 2
Special Opportunities
Fund (Guernsey)
LP Beneficial owner 97,208,917
Save as disclosed above, as at 1.00 pm on 19 June 2017, none of
(i) Marlin Bidco, Pollen Street Capital or BC Partners, (ii) the
directors of Marlin Bidco, Pollen Street Capital or BC Partners, or
their respective related parties, (iii) (so far as Marlin Bidco is
aware) any person acting in concert with Marlin Bidco, Pollen
Street Capital or BC Partners, or (iv) any person who has a Dealing
Arrangement with Marlin Bidco or any person acting in concert with
Marlin Bidco (a) is interested in, or has any rights to subscribe
for, any relevant securities of Shawbrook, or securities
convertible or exchangeable into Shawbrook Shares, (b) has any
short position (whether conditional or absolute and whether in the
money or otherwise) in, including any short position under a
derivative or any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery of,
any relevant securities of Shawbrook or (c) has any borrowing or
lending of any relevant securities of Shawbrook (save for any
borrowed Shawbrook Shares which have been either on-lent or
sold).
5 Extension of the Final Offer and actions to be taken
Marlin Bidco announces that the Final Offer is being extended
and will remain open for acceptance until the next closing date
which will be 1.00 p.m. (London time) on 10 July 2017.
Should there be any further extension of the Final Offer, this
will be publically announced by 8.00 a.m. on the business day
following the day on which the Final Offer is due to expire, or
such later time or date as the Panel may agree.
6 Procedure for acceptance of the Final Offer
Shawbrook Shareholders who have not yet accepted the Final Offer
are urged to do so by the following deadlines:
-- If you hold Shawbrook Shares in certificated form (that is,
not in CREST), you should complete and return the Form of
Acceptance as soon as possible and in any event so as to be
received by the Receiving Agent, Capita Asset Services, no later
than 1.00 p.m. (London time) on 10 July 2017.
-- If you hold your Shawbrook Shares in uncertificated form
(that is, in CREST), you should ensure than an electronic
acceptance is made by you or on your behalf and that settlement is
made no later than 1.00 p.m. (London time) on 10 July 2017.
Full details on how to accept the Final Offer are set out in the
Final Offer Document, a copy of which is available on the offer
website at http://www.bcpartners.com/news and
http://pollencap.com.
Shareholders with any questions relating to this announcement or
the completion and return of the Form of Acceptance should
telephone the Receiving Agent, Capita Asset Services, on 0371 664
0321 (or +44 (0) 37 1664 0300, if telephoning from outside the UK).
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. The helpline is open between 9.00
a.m. - 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales. Please note that Capita Asset Services cannot
provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
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. The Final
Offer shall be implemented solely by means of the Final Offer
Document and the Form of Acceptance accompanying the Final Offer
Document (or, if the Final Offer is implemented by way of a Scheme,
the Scheme document), which shall contain the full terms and
Conditions of the Final Offer, including details of how to accept
the Final Offer. Any acceptance or other response in relation to
the Final Offer should be made only on the basis of the information
contained in the Final Offer Document (or, if applicable, the
scheme document). Each Shawbrook Shareholder is urged to consult
his independent professional adviser immediately regarding the tax
consequences of the Final Offer applicable to him.
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.
Marlin Bidco reserves the right to elect (with the consent of
the Panel) to implement the acquisition of Shawbrook by way of a
court-approved scheme of arrangement in accordance with Part 26 of
the Companies Act. In such event, the acquisition shall be
implemented on substantially the same terms, subject to appropriate
amendments, as those which would apply to the Final Offer.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into certain jurisdictions may be restricted by law. Persons who
are not resident in the United Kingdom or who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves of, and observe, any applicable legal or
regulatory requirements. 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 Final
Offer disclaim any responsibility or liability for the violation of
such restrictions by any person.
The Final Offer relates to shares of a UK company and is
proposed to be effected by means of a Takeover Offer. Such Takeover
Offer will be made in compliance with all applicable laws and
regulations, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. In addition to any such Takeover Offer,
Marlin Bidco, certain affiliated companies and the nominees or
brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, Shawbrook Shares 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.
Unless otherwise determined by Marlin Bidco or required by the
Takeover Code and permitted by applicable law and regulation, the
Final Offer shall 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 accept the
Final 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 Final 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 or any jurisdiction where to
do so would violate the laws in that jurisdiction, and persons
receiving this announcement and all documents relating to the Final
Offer (including custodians, nominees and trustees) 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. Doing so may render invalid any related purported
acceptance in respect of the Final Offer.
The availability of the Final Offer to Shawbrook Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements in their
jurisdiction. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction.
The Final Offer shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the
Prudential Regulatory Authority, the Financial Conduct Authority
and the UKLA.
Further details in relation to Overseas Shareholders are
contained in the Final Offer 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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 Takeover 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,
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 pm (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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Shawbrook Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Shawbrook may be provided to Marlin Bidco
during the Final Offer Period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the
Takeover Code.
Publication on website and availability of hard copies
A copy of this announcement shall be made available subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions on the offer website at
http://www.bcpartners.com/news and http://pollencap.com by no later
than 12 noon (London time) on the Business Day following this
announcement. For the avoidance of doubt, the contents of this
website is not incorporated into and do not form part of this
announcement.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
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
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June 19, 2017 12:17 ET (16:17 GMT)
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