TIDMSYN
RNS Number : 3905R
Synnovia PLC
29 October 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 THAT JURISDICTION
RECOMMED CASH OFFER
FOR
SYNNOVIA PLC ("Synnovia" or the "Company")
BY
BPF1 LIMITED ("BIDCO"), A WHOLLY-OWNED SUBSIDIARY OF FUNDS
ADVISED BY CAMELOT CAPITAL PARTNERS LLC
CANCELLATION FROM TRADING ON AIM
Further to the announcement by Bidco made this morning
confirming that the Offer is now wholly unconditional following
Bidco's decision to waive the acceptance condition under the Offer,
Synnovia has informed the London Stock Exchange that it wishes to
cancel the admission to trading of the Synnovia Shares on AIM (the
"Cancellation"). Cancellation is expected to take effect from
7:00am on 26 November 2019, being 20 business days from the date of
this announcement. Following Cancellation, Bidco will seek to
re-register Synnovia as a private limited company.
The Cancellation and the re-registration of Synnovia as a
private limited company will significantly reduce the liquidity and
marketability of any Synnovia Shares in respect of which the Offer
has not been accepted at that time. Any remaining Synnovia
Shareholders would become minority shareholders in a majority
controlled private limited company and may therefore be unable to
sell their Synnovia Shares. There can be no certainty that such
minority Synnovia Shareholders would again be offered an
opportunity to sell their Synnovia Shares on terms which are
equivalent to or no less advantageous than those under the
Offer.
Capitalised terms used in this announcement, unless otherwise
defined, have the same meanings as set out in the offer document
issued by Synnovia on 23 September 2019 (the "Offer Document").
Actions to be taken
Shareholders who have not yet accepted the Offer are urged to do
so as soon as possible. If you hold your Synnovia Shares, or any of
them, in Certificated Form (that is, not in CREST), to accept the
Offer in respect of all or some of those Synnovia Shares, you must
follow the procedure set out in paragraph 14.1 of the letter from
Bidco included in the Offer Document. In particular, you must
complete the personalised Form of Acceptance in accordance with the
instructions printed on it and return the completed Form of
Acceptance (along with your original share certificate(s) and/or
other documents of title) by post or by hand (during normal
business hours only) to Link Asset Services, Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as
possible and, in any event, so as to be received by no later than
1.00 pm (London time) on 11 November 2019.
If you are posting in the UK, a reply-paid envelope has been
provided for your convenience. If you hold your Synnovia Shares, or
any of them, in Uncertificated Form (that is, in CREST), to accept
the Offer in respect of some or all of those Synnovia Shares, you
must follow the procedure set out in paragraph 14.2 of the letter
from Bidco so that the TTE Instruction settles as soon as possible
and, in any event, no later than 1.00 pm (London time) on 11
November 2019. If you hold your Synnovia Shares as a CREST
sponsored member, you should refer to your CREST Sponsor as only
your CREST Sponsor will be able to send the necessary TTE
Instruction to Euroclear.
If you require assistance in completing your Form of Acceptance
(or wish to obtain an additional Form of Acceptance), or have
questions in relation to this document, including making an
electronic acceptance, please contact the Receiving Agent, Link
Asset Services on 0371 664 0321. 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 am - 5.30 pm, Monday to Friday
excluding public holidays in England and Wales. Please note that
Link Asset Services cannot advise on the merits of the Offer nor
provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes. Calls
are charged at the standard geographic rate and will vary by
provider. The helpline is open between 9.00 am - 5.30 pm, 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.
Enquiries:
Synnovia
Nick Ball (Group Finance Director) Tel: 020 7978 0574
Numis Securities Limited (financial adviser Tel: 020 7260 1000
to Bidco)
Stuart Ord
George Fry
Jono Mawson
Cenkos Securities plc (financial adviser and
nominated adviser to Synnovia)
Stephen Keys Tel: 020 7397 8900
Callum Davidson
Important Information
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to Bidco and no one else
in connection with the Offer and other matters referred to in this
announcement. In connection with these matters, Numis, 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 Bidco for providing the
protections afforded to the clients of Numis nor for providing
advice in relation to the matters referred to in this
announcement.
Cenkos Securities plc ("Cenkos"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to Synnovia and no-one
else in connection with the Offer and other matters referred to in
this announcement. In connection with these matters, Cenkos, 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 Synnovia for providing the
protections afforded to the clients of Cenkos nor for providing
advice in relation to the matters referred to in this
announcement.
Further information
This announcement 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 Offer or
otherwise. The Offer is being made solely by means of the Offer
Document and the Form of Acceptance accompanying the Offer
Document, which contains the full terms of, and Conditions to, the
Offer, including details of how the Offer may be accepted. Any
response to the Offer should be made only on the basis of
information contained in the Offer Document. Synnovia Shareholders
are advised to read the formal documentation in relation to the
Offer carefully.
This announcement has been prepared for the purposes of
complying with English law, the AIM Rules 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 and regulations of any jurisdiction outside the
United Kingdom.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom and the ability of Synnovia Shareholders
who are not resident in the United Kingdom to participate in the
Offer may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or Synnovia Shareholders
who are not resident in the United Kingdom will need to inform
themselves about, 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. Further details in relation to overseas
Synnovia Shareholders is contained in the Offer Document.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality of interstate or foreign
commerce of, or any facility of a national state or other
securities exchange of, any Restricted Jurisdiction unless
conducted pursuant to an exemption from the applicable securities
laws of such Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction except
pursuant to an exemption from the applicable securities laws of
such Restricted Jurisdiction and persons receiving this
announcement (including, without limitation, agents, nominees,
custodians and trustees) must not distribute, send or mail it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this announcement and/or the Offer Document and/or any
other related document to a jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
Publication on website
A copy of this announcement will be available, free of charge
(subject to any applicable restrictions relating to persons
resident in Restricted Jurisdictions), for inspection on Synnovia's
website at www.synnovia.com/investors by no later than 12 noon
(London time) on the Business Day following the publication of this
announcement and will continue to be made available until the end
of the Offer Period.
For the avoidance of doubt, 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.
Documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Offer is entitled to
receive such documents and all information incorporated into such
documents by reference to another source in hard copy form. Unless
such a person makes such a request, a hard copy of this
announcement and the Offer Document and any such information
incorporated by reference in it will not be sent to that person.
Such person may request that all future documents, announcements
and information in relation to the Offer are sent to them in hard
copy form.
Copies of this announcement and the Offer Document (and any
information incorporated by reference in that document) and all
future documents, announcements and information required to be sent
to persons in relation to the Offer may be requested from the
Receiving Agent, Link Asset Services on 0371 664 0321. 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 am - 5.30 pm,
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.
Information relating to Synnovia Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Synnovia Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Synnovia may be provided to Bidco during the
Offer Period as required under Section 4 of Appendix 4 to the
Takeover Code.
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
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October 29, 2019 03:01 ET (07:01 GMT)
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