TIDMSOG
RNS Number : 0048O
StatPro Group PLC
27 September 2019
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
FOR IMMEDIATE RELEASE
27 September 2019
RECOMMED CASH OFFER
for
StatPro Group plc ("StatPro")
by
Ceres Bidco Limited ("Bidco")
a wholly owned subsidiary of Confluence Technologies, Inc.
Publication of Scheme Document
On 20 September 2019, the boards of directors of Confluence and
StatPro announced they had reached agreement on the terms of a
recommended all cash offer for the entire issued and to be issued
ordinary share capital of StatPro (the "Acquisition"), to be
effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
Capitalised terms used in this announcement shall have the
meanings given to them in the Scheme Document (as defined
below).
The board of StatPro is pleased to announce that it has today
published a circular in relation to the Scheme (the "Scheme
Document") containing, among other things, the full terms and
conditions of the Scheme, an explanatory statement, an expected
timetable of principal events, notices of the Court Meeting and
General Meeting and details of the actions to be taken by StatPro
Shareholders. The Scheme Document is available, subject to certain
restrictions relating to persons in Restricted Jurisdictions, on
StatPro's website at www.statpro.com/investors/announcement.
Hard copies of the Scheme Document and Forms of Proxy for the
Court Meeting and the General Meeting are being posted to StatPro
Shareholders and, for information only, to persons with information
rights today.
Action required
As described in the Scheme Document, to become Effective, the
Scheme requires, among other things, the approval of the requisite
majorities of Scheme Shareholders at the Court Meeting and the
passing of the Resolution by StatPro Shareholders at the General
Meeting.
Notices of the Court Meeting and the General Meeting, which will
be held at Fieldfisher LLP, Riverbank House, 2 Swan Lane, London
EC4R 3TT on 21 October 2019, are set out in the Scheme Document.
The Court Meeting will start at 10.00 a.m. (London time) and the
General Meeting at 10.15 a.m. (London time) (or, if later, as soon
as the Court Meeting has concluded or been adjourned).
The StatPro Directors, who have been so advised by Panmure
Gordon on the financial terms of the Acquisition for the purposes
of Rule 3 of the Code, unanimously consider the terms of the
Acquisition to be fair and reasonable. In providing advice to the
StatPro Directors, Panmure Gordon has taken into account the
commercial assessments of the StatPro Directors.
Accordingly, the StatPro Directors recommend unanimously that
StatPro Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolution at the General Meeting, as they have
irrevocably undertaken to do in respect of their entire beneficial
holding of StatPro Shares (and as they have undertaken to use
reasonable endeavours to procure in respect of the beneficial
holdings of their close relatives), amounting in aggregate to
10,404,138 StatPro Shares, representing approximately 15.8 per
cent. of the issued share capital of StatPro as at the Last
Practicable Date.
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 Scheme Shareholder opinion.
You are therefore strongly urged to complete, sign and return your
Forms of Proxy or transmit a proxy instruction (either
electronically or through CREST) as soon as possible.
Holders of Scheme Shares should read the Scheme Document in its
entirety before making a decision with respect to the Scheme.
Helpline
If you have any questions relating to this document (or any
information incorporated into this document by reference to another
source), the StatPro Meetings or the completion and return of the
Forms of Proxy, please contact StatPro's registrars, Link Asset
Services during business hours on 0371 664 0391 within the United
Kingdom or on +44 (0) 371 664 0391 from overseas or by writing to
Corporate Actions, 34 Beckenham Road, Beckenham, BR3 4TU or
shareholderenquiries@linkgroup.co.uk. Calls are charged at the
standard geographic rate and will vary by provider. Calls from
outside of the United Kingdom will be charged at the applicable
international rate. Lines will be open between 9.00 a.m. to 5.30
p.m., Monday to Friday excluding public holidays in England and
Wales. Different charges may apply to calls from mobile telephones
and calls may be recorded and randomly monitored for security and
training purposes. The helpline cannot provide advice on the merits
of the Acquisition nor give any financial, legal or tax advice.
Expected timetable of principal events
The following indicative timetable of principal events for the
implementation of the Scheme is set out in the Scheme Document and
repeated below.
Event Time and/or date
Latest time for lodging Forms of Proxy
for the:
10.00 a.m. on 19
* Court Meeting (WHITE Form of Proxy) October 2019(1)
10.15 a.m. on 19
* General Meeting (YELLOW Form of Proxy) October 2019(2)
Voting Record Time 6.00 p.m. on 19
October 2019(3)
Court Meeting 10.00 a.m. on 21
October 2019
General Meeting 10.15 a.m. on 21
October 2019(4)
Certain of the following dates are subject to change
(please see note (5) below):
Court Hearing 25 October 2019
Last day of dealings in, and for registration 28 October 2019
of transfers of, and disablement in
CREST of, StatPro Shares
Scheme Record Time 6.00 p.m. on 28
October 2019
Suspension of dealings in StatPro 7.30 a.m. on 29
Shares October 2019
Effective Date 29 October 2019
Cancellation of admission to trading By 8.00 a.m. on
of StatPro Shares 30 October 2019
Settlement of the consideration payable by no later than
under the Acquisition 12 November 2019
Long-Stop Date 28 February 2020(6)
Notes:
1. The WHITE Form of Proxy for the Court Meeting should be
received by Link Asset Services before 10.00 a.m. on 19 October
2019, or, if the Court Meeting is adjourned, not later than 48
hours before the time fixed for the holding of the adjourned
meeting. WHITE Forms of Proxy not so received may be handed to the
Chairman of the Court Meeting before the taking of the poll at the
Court Meeting.
2. The YELLOW Form of Proxy for the General Meeting must be
lodged with Link Asset Services before 10.15 a.m. on 19 October
2019 in order for it to be valid, or, if the General Meeting is
adjourned, not later than 48 hours before the time fixed for the
holding of the adjourned meeting. The YELLOW Form of Proxy cannot
be handed to the Chairman of the General Meeting at that
meeting.
3. If a StatPro Meeting is adjourned, only those Scheme
Shareholders (in the case of the Court Meeting) and StatPro
Shareholders (in the case of the General Meeting) on the register
of members of StatPro at close of business on the day which is two
days before the adjourned meeting will be entitled to attend and
vote.
4. To commence at the time fixed or, if later, immediately after
the conclusion or adjournment of the Court Meeting.
5. These times and dates are indicative only and will depend,
among other things, on the date on which: (i) the Conditions are
either satisfied, or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; and (iii) the Court Order is delivered to the
Registrar of Companies. StatPro will give notice of any change(s)
by issuing an announcement through a RIS and, if required by the
Panel, send notice of the change(s) to StatPro Shareholders and
other persons with information rights and, for information only, to
the holders of options or awards under the StatPro Share Options
Plans.
6. This is the last date on which the Scheme may become
Effective unless Bidco and StatPro, with the consent of the Panel
and, if required, the approval of the Court, agree in writing a
later date.
All references in this table to times are to London time unless
stated otherwise.
Enquiries:
Confluence / Bidco Tel: +1 412 802 8632
Mark Evans, CEO
Oakley Advisory (Financial Adviser to Confluence Tel: +44 (0) 20 7766
and Bidco) 6900
Chris Godsmark / Marc Jones / Max Gilbert
StatPro Group plc Tel: +44 (0) 20 8410
9876
Justin Wheatley / Andrew Fabian
Panmure Gordon (Financial Adviser, Rule 3 Tel: +44 (0) 20 7886
Adviser, Nominated Adviser and Broker to 2500
StatPro)
Freddy Crossley / Fabien Holler / Toby Rolls
/ James Stearns
Instinctif Partners (PR Adviser to StatPro) Tel: +44 (0) 20 7457
2020
Adrian Duffield / Kay Larsen / Chantal Woolcock
Important notices
Oakley Advisory, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser to Confluence and Bidco and for no one else in
connection with the Acquisition or any matters referred to in this
Announcement and will not be responsible to anyone other than Bidco
for providing the protections afforded to its clients nor for
providing advice in relation to the Acquisition, the contents of
this Announcement or any other matters referred to in this
Announcement.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as financial
adviser, nominated adviser and broker to StatPro and for no one
else in connection with the Acquisition or any matters referred to
in this Announcement and will not be responsible to anyone other
than StatPro for providing the protections afforded to its clients
nor for providing advice in relation to the Acquisition, the
contents of this Announcement or any other matters referred to in
this Announcement.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer,
invitation, inducement or the solicitation of an offer to purchase
or otherwise acquire, subscribe for, sell or otherwise dispose of
or exercise rights in respect of any securities, or the
solicitation of any vote or approval of an offer to buy securities
in any jurisdiction (pursuant to the Acquisition or otherwise) nor
shall there be any sale, issuance or transfer of any securities
pursuant to the Acquisition in any jurisdiction in contravention of
any applicable laws.
The Acquisition will be made solely by means of the Scheme
Document or any document by which the Takeover Offer is made, which
will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Scheme. Any
decision, vote or other response in respect of the Acquisition
should be made only on the basis of information contained in the
Scheme Document. StatPro will prepare the Scheme Document to be
distributed to StatPro Shareholders at no cost to them. StatPro
Shareholders are advised to read the formal documentation in
relation to the Acquisition carefully once it becomes available
because it will contain important information relating to the
Acquisition.
This Announcement does not constitute a prospectus or
prospectus-equivalent document.
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 the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
certain jurisdictions other than the United Kingdom may be
restricted by law and the ability of StatPro Shareholders who are
not resident in the United Kingdom to participate in the
Acquisition may be restricted by the laws and/or regulations of
those jurisdictions. In particular, the ability of persons who are
not resident in the United Kingdom to vote their Scheme Shares with
respect to the Scheme at the Court Meeting or with respect to the
Special Resolution at the General Meeting, or to execute and
deliver Forms of Proxy appointing another to vote at the Court
Meeting and/or General Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
Therefore, any persons who are subject to the laws and regulations
of any jurisdiction other than the United Kingdom or StatPro
Shareholders 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 Acquisition will not be made, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws of that jurisdiction and no person may vote in favour of
the Acquisition by any 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 any formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted 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.
Further details in relation to StatPro Shareholders in overseas
jurisdictions will be contained in the Scheme Document.
Notice to US investors
StatPro Shareholders in the United States should note that the
Acquisition relates to the securities of a company organised under
the laws of England and Wales and is proposed to be effected by
means of a scheme of arrangement under the laws of England and
Wales. This Announcement, the Scheme Document and certain other
documents relating to the Acquisition have been or will be prepared
in accordance with English law, the Code and UK disclosure
requirements, format and style, all of which differ from those in
the United States. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act. Accordingly, the
Acquisition is subject to the disclosure requirements of and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements of the
United States tender offer and proxy solicitation rules.
None of the securities referred to in this Announcement have
been approved or disapproved by the US Securities and Exchange
Commission, 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.
StatPro's financial statements, and all financial information
that is included in this Announcement or that may be included in
the Scheme Document, or any other documents relating to the
Acquisition, have been or will be 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.
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.
Disclosure requirements of the 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 10(th) Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3:30 p.m. (London time) on the 10(th) 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,
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 normally 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 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 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 and availability of hard copies
A copy of this Announcement and the display documents required
to be published pursuant to Rule 26 of the Code will be made
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on StatPro's
website at www.statpro.com/investors/announcement and on Bidco's
website at https://www.confluence.com/confluence-statpro by no
later than 12 noon (London time) on 26 September 2019. Neither the
content of any website referred to in this Announcement nor the
content of any website accessible from hyperlinks is incorporated
into, or forms part of, this Announcement.
Any person who is required to be sent a copy of this
Announcement under the Code, and who has not received a hard copy
of it, may request a hard copy of this Announcement (and any
information incorporated by reference in this Announcement) by
submitting a request in writing to Link Asset Services, The
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by calling
Link Asset Services on 0871 664 0300 or +44 (0) 371 664 0300 if
calling from outside the United Kingdom. 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 8:30 a.m. and 5:30 p.m., Monday
to Friday 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.
Save as otherwise referred to above, a hard copy of this
Announcement will not be sent unless requested. Any such person may
also request that all future documents, announcements and
information in relation to the Acquisition should be sent to them
in hard copy form.
Electronic communications
Please be aware that all addresses, electronic addresses (if
any) and certain other information provided by the StatPro
Shareholders, persons with information rights and other relevant
persons for the receipt of communications from StatPro may be
provided to offerors (including Bidco) 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.
General
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
This information is provided by RNS, 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.
END
ODPZMGZLFNVGLZM
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September 27, 2019 09:30 ET (13:30 GMT)
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