TIDMSUR
RNS Number : 1194F
Sureserve Group PLC
06 July 2023
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
6 July 2023
RECOMMED CASH ACQUISITION
of
SURESERVE GROUP PLC ( "Sureserve" or the "Company")
by
CAP10 4NETZERO BIDCO LIMITED ("Bidco"),
a newly incorporated company indirectly owned by funds managed
and/or advised
by
CAP10 PARTNERS LLP ("Cap10")
COURT SANCTION OF SCHEME OF ARRANGEMENT AND SUSPENSION OF
DEALINGS
On 21 April 2023, the Boards of Bidco and Sureserve announced
that they had reached agreement on the terms of a recommended all
cash offer pursuant to which Bidco, a newly incorporated company
established on behalf of Cap10, would acquire the entire issued and
to be issued share capital of Sureserve (the "Acquisition"). The
Acquisition is to be effected by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"), full details of which were sent, or made available, to
the shareholders of Sureserve in the circular dated 17 May 2023
(the "Scheme Document").
On 9 June 2023, the Scheme was approved by the requisite
majorities of Scheme Shareholders at the Court Meeting and the
Special Resolution in connection with the implementation of the
Scheme was passed by the requisite majority of Sureserve
Shareholders at the General Meeting.
Capitalised terms used and not defined in this announcement have
the meanings given to them in the Scheme Document.
Sanction of the Scheme
The Boards of Bidco and Sureserve are pleased to announce that
on 5 July 2023 the High Court of Justice in England and Wales made
an order sanctioning the Scheme under section 899 of the Companies
Act.
The Scheme will become Effective upon the delivery of a copy of
the Court Order to the Registrar of Companies, which is expected to
occur on 11 July 2023.
Next Steps
Sureserve confirms that last day of dealings in, and for
registrations of transfers of, Sureserve Shares will be 10 July
2023 and the Scheme Record Time will be 6.00 p.m. 10 July 2023.
Scheme Shareholders on Sureserve's register of members at the
Scheme Record Time will, upon the Scheme becoming Effective, be
entitled to receive the consideration under the Scheme.
Dealings in Sureserve Shares on AIM will be suspended from 7:30
a.m. on 11 July 2023. The suspension is made pursuant to
Sureserve's application to the London Stock Exchange and is being
effected as part of the Scheme.
It is expected that, subject to the Scheme becoming Effective on
11 July 2023, the cancellation of admission to trading of Sureserve
Shares on AIM will take effect from 7:00 a.m. on 12 July 2023.
A further announcement will be made when the Scheme becomes
Effective.
General
All references in this announcement to times are to London time
unless otherwise stated. The expected timetable of principal events
for the implementation of the Scheme remains as set out in the
Scheme Document. The dates and times given are indicative only and
are based on Sureserve's current expectations and may be subject to
change (including as a result of changes to the regulatory
timetable). If any of the expected times and/or dates change, the
revised times and/or dates will be notified to Sureserve
Shareholders by announcement through a Regulatory Information
Service.
Enquiries
Sureserve
Nick Winks, Peter Smith, Sameet Vohra +44 (0)20 3961 5229
Evercore (Financial Adviser to Sureserve) +44 (0)20 7653 6000
Dimitrios Georgiou, Wladimir Wallaert,
Nirav Amlani, Alex Bennett
Shore Capital (Nominated Adviser and
Corporate Broker to Sureserve) +44 (0)20 7408 4090
Stephane Auton, Daniel Bush
Camarco (PR Adviser to Sureserve)
Ginny Pulbrook +44 (0)20 3757 4992
Rosie Driscoll +44 (0)20 3757 4981
Rothschild & Co (Financial Adviser to
Bidco)
Alistair Allen +44 (0)161 827 3800
Rob McCann +44 (0)20 7280 5000
Matt Jaquiss-Ollier
Media Zoo (PR Adviser to Bidco) +44 (0)7793 207 325
Alex Williams
Important notices
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively as financial adviser to
Sureserve and no one else in connection with the matters described
in this announcement and will not be responsible to anyone other
than Sureserve for providing the protections afforded to clients of
Evercore nor for providing advice in connection with the matters
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, any offer or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Evercore by the Financial Services and Markets Act 2000 and
successor legislation, or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction
where exclusion of liability under the relevant regulatory regime
would be illegal, void or unenforceable, neither Evercore nor any
of its affiliates accepts any responsibility or liability
whatsoever for the contents of this announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to the contents of this
announcement, including its accuracy, completeness or verification
of any other statement made or purported to be made by it, or on
its behalf, in connection with Sureserve or the matters described
in this announcement. To the fullest extent permitted by applicable
law, Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise
have in respect of this announcement or any statement contained
herein.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited (together or individually, "Shore Capital"),
which are authorised and regulated by the Financial Conduct
Authority in the United Kingdom, are acting as nominated adviser
and corporate broker to Sureserve and no one else in connection
with the matters referred to in this announcement and will not be
responsible to anyone other than Sureserve for providing the
protections afforded to clients of Shore Capital nor for providing
advice in connection with the matters referred to in this
announcement. Neither Shore Capital nor any of its 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 Shore
Capital in connection with the matters referred to in this
announcement.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively as financial
adviser to Cap10 and Bidco and no one else in connection with the
Acquisition and will not be responsible to anyone other than Cap10
and Bidco for providing the protections afforded to clients of
Rothschild & Co nor for providing advice in connection with the
Acquisition or any matter or arrangement referred to herein.
Neither Rothschild & Co nor any of its 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 Rothschild & Co
in connection with the Acquisition, 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, inducement or the solicitation of an offer to purchase,
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 in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities of Sureserve in any jurisdiction in
contravention of applicable law. The Acquisition will be made and
implemented solely through the Scheme Document and the accompanying
Forms of Proxy (or, in the event that the Acquisition is to be
implemented by way of a Takeover Offer, the Offer Document and
Forms of Acceptance), which will together contain the full terms
and conditions of the Acquisition, including details of how to
vote, or procure the vote, in respect of the Acquisition. Any vote
or decision in respect of, or other response to, the Acquisition
should be made only on the basis of the information contained in
the Scheme Document (or, in the event that the Acquisition is to be
implemented by way of a Takeover Offer, the Offer Document).
Sureserve encourages Sureserve Shareholders to read the Scheme
Document carefully as it contains important information relating to
the Acquisition and the Scheme.
This announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set out in this announcement since such date.
Overseas Sureserve Shareholders
The availability of the Acquisition to Overseas Shareholders and
the release, publication or distribution of this announcement in,
into or from jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore persons
into whose possession this announcement comes should inform
themselves of, and observe, any such restrictions. Any person
(including without limitation, nominees, trustees and custodians)
who would, or otherwise intends to, forward this announcement, the
Scheme Document or any accompanying document to any jurisdiction
outside the United Kingdom should refrain from doing so and seek
appropriate professional advice before taking any action. If any
Overseas Shareholder remains in any doubt, it should consult an
appropriate independent professional adviser in its relevant
jurisdiction without delay. In particular, the ability of persons
who are not resident in the United Kingdom to vote their Sureserve
Shares at the Meetings or to execute and deliver Forms of Proxy
appointing another to vote their Sureserve Shares at the Meetings
on their behalf, may be affected by the laws of the relevant
jurisdiction in which they are located.
Failure to comply with any such 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 purposes of
complying with the law of England and Wales, the Takeover Code, the
Market Abuse Regulation and the AIM Rules 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 and Wales. The
Acquisition will be subject to the law of England and Wales and the
jurisdiction of the Court and the applicable requirements of the
Takeover Code, the Panel, the FCA, the London Stock Exchange
(including pursuant to the AIM Rules) and the Registrar of
Companies. In accordance with normal UK practice, Bidco or its
nominees, or its brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, Sureserve
Shares, other than pursuant to the Acquisition, until the date on
which the Scheme (or Takeover Offer, if applicable) 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 and will be
reported to a regulatory information service.
Copies of this announcement and the 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 by use
of the mails or any other means or instrumentality (including,
without limitation, facsimile, email or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Takeover Offer will
not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted
Jurisdiction.
Further details in relation to Overseas Sureserve Shareholders
are contained in the Scheme Document.
Notice to US Sureserve Shareholders
The Acquisition relates to the shares of an English company with
a quotation on AIM and is being made by means of a scheme of
arrangement provided for under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the US Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly,
the Acquisition is subject to the disclosure requirements and
practices applicable in the United Kingdom for a public acquisition
by scheme of arrangement, which differ from the disclosure
requirements of the US tender offer and proxy solicitation rules.
The financial information included in this announcement has been
prepared in accordance with accounting standards applicable in the
United Kingdom and thus 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. If, in the future, Bidco exercises
its right, with the consent of the Panel (if necessary) to
implement the Acquisition by way of a Takeover Offer, and
determines to extend such Takeover Offer into the United States,
such Takeover Offer will be made in compliance with applicable US
laws and regulations, including Section 14(e) and Regulation 14E
under the Exchange Act and any applicable exemptions provided
thereunder.
The receipt of cash pursuant to the Acquisition by a US holder
of Sureserve Shares as consideration for the transfer of its Scheme
Shares pursuant to the Scheme may be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each Sureserve
Shareholder is therefore urged to consult with independent legal,
tax and financial advisers in connection with making a decision
regarding the Acquisition.
It may be difficult for US Sureserve Shareholders to enforce
their rights and/or any claim arising out of the US federal laws,
since Bidco and Sureserve are organised and located in a non-US
jurisdiction and some or all of their officers and directors may be
residents of a non-US jurisdiction. US Sureserve Shareholders may
not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates
to subject themselves to the jurisdiction and judgment of a US
court. Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved of the
Acquisition or determined if this announcement is accurate or
complete. Any representation to the contrary is a criminal offence
in the United States.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the Exchange Act, Bidco, certain affiliated companies
and their nominees or brokers (acting as agents) may from time to
time make certain purchases of, or arrangements to purchase,
Sureserve Shares outside of the US, other than pursuant to the
Acquisition, until the date on which the Scheme and/or Takeover
Offer becomes Effective, lapses or is otherwise withdrawn. Also, in
accordance with Rule 14e-5(b) of the Exchange Act, each of Evercore
and Shore Capital may continue to act as an exempt principal trader
in Sureserve Shares on the London Stock Exchange. If such purchases
or arrangements to purchase were to be made, they would occur
either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law,
including the Exchange Act. Any information about such purchases
will be disclosed as required in the UK, will be reported to the
Regulatory News Service of the London Stock Exchange and will be
available on the London Stock Exchange website at
www.londonstockexchange.com .
Forward looking statements
This announcement (including information incorporated by
reference into this announcement), statements made regarding the
Acquisition, and other information to be published by Bidco, Cap10
and/or Sureserve, contain statements which are, or may be deemed to
be, "forward-looking statements". Forward-looking statements are
prospective in nature and not based on historical facts, but rather
on current expectations and projections of the management of Bidco,
Cap10 and/or Sureserve about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The forward-looking statements contained in this announcement
include statements with respect to the financial condition, results
of operations and business of Sureserve and certain plans and
objectives of Bidco and Cap10 with respect thereto and other
statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts and may use words
such as "anticipate", "target", "expect", "estimate", "forecast",
"intend", "plan", "budget", "scheduled", "goal", "believe", "hope",
"aims", "continue", "will", "may", "should", "would", "could" or
other words of similar meaning. These statements are based on
assumptions and assessments made by Sureserve and/or Bidco and/or
Cap10 in light of their experience and their perception of
historical trends, current conditions, future developments and
other factors they believe appropriate. By their nature,
forward-looking statements involve known and unknown risk and
uncertainty and other factors which may cause actual results,
performance or developments to differ materially from those
expressed in or implied by such, because they relate to events and
depend on circumstances that will occur in the future. Although
Bidco and/or Cap10 and/or Sureserve believe that the expectations
reflected in such forward-looking statements are reasonable, no
assurance can be given that such
expectations will prove to have been correct and you are
therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. Neither Bidco nor Cap10 nor Sureserve assumes any
obligation to update or correct the information contained in this
announcement (whether as a result of new information, future events
or otherwise), except as required by applicable law.
There are a number of factors which could cause actual results
and developments to differ materially from those expressed or
implied in forward-looking statements. Among the factors that could
cause actual results to differ materially from those described in
the forward-looking statements include, but are not limited to: the
ability to complete the Acquisition; the ability to obtain any
requisite regulatory and shareholder approvals and the satisfaction
of other Conditions on the proposed terms; changes in the global,
political, economic, business and competitive environments and in
market and regulatory forces; changes in future exchange and
interest rates; changes in tax rates; future business combinations
or dispositions; changes in general and economic business
conditions; changes in the behaviour of other market participants;
the anticipated benefits of the Acquisition not being realised as a
result of changes in general economic and market conditions in the
markets and jurisdictions in which Bidco, Cap10 and Sureserve
operate; weak, volatile or illiquid capital and/or credit markets;
changes in the degree of competition in the geographic and business
areas in which Bidco, Cap10 and Sureserve operate; and changes in
laws or in supervisory expectations or requirements. Other unknown
or unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the
forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions
proves 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 Bidco nor Cap10 nor Sureserve, 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 the risks and
uncertainties, you are cautioned not to place any reliance on these
forward-looking statements.
Other than in accordance with their legal or regulatory
obligations, neither Bidco nor Cap10 nor Sureserve is under any
obligation, and Bidco, Cap10 and Sureserve expressly disclaim any
intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Dealing disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one 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 3:30pm (London time) on the tenth business
day following the commencement of the offer period and, if
appropriate, by no later than 3:30pm (London time) on the tenth
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 one 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. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3:30pm (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk ,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website and availability of hard copies
A copy of this announcement will be available free of charge
(subject to any applicable restrictions with respect to persons
resident in Restricted Jurisdictions) on Sureserve's and Bidco's
websites (
https://www.sureservegroup.co.uk/plc/investors/recommended-cash-acquisition-of-sureserve-group-plc
and
https://www.cap10partners.com/recommended-offer-for-sureserve-group-plc
), respectively, by no later than 12:00 noon (London time) on 12
June 2023.
Neither the contents of these websites, nor the content of any
other website accessible from hyperlinks on such websites, is
incorporated into, or forms part of, this announcement.
In accordance with Rule 30.3 of the Takeover Code, you may
request a hard copy of this announcement (and any information
incorporated by reference in this announcement), free of charge, by
contacting Sureserve's Company Secretary, John Charlton, telephone
no. +44 (0)20 3961 5229 or email john.charlton@sureservegroup.co.uk
. Calls are charged at the standard geographic rate and will vary
by provider. Calls from outside the United Kingdom will be charged
at the applicable international rate. Unless you make such a
request, a hard copy of this announcement and any such information
incorporated by reference in it will not be sent to you. You may
also request that all future documents, announcements and
information to be sent to you in relation to the Acquisition be in
hard copy form.
For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested.
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END
SOAKZGGNGKFGFZZ
(END) Dow Jones Newswires
July 06, 2023 02:00 ET (06:00 GMT)
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