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RNS Number : 5256T
Sanne Group PLC
25 July 2022
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE
25 July 2022
Sanne Group plc
(Sanne)
Acquisition update
Notice of Scheme Sanction Hearing and receipt of regulatory
clearances
Further to the announcement made on 23 May 2022 in relation to
the extension of the Long Stop Date, Sanne and Apex are pleased to
announce that all regulatory clearances have been received in
relation to the Acquisition and the Scheme Sanction Hearing to
sanction the Scheme will be held in the Royal Court of Jersey on 2
August 2022.
The Acquisition is expected to be implemented in accordance with
the following timetable of principal events as set out in the
scheme document published by Sanne on 10 September 2021 (the Scheme
Document).
Event Time and/or date (2022)
Scheme Sanction Hearing 2 August
Last day of dealings in, and 3 August
for registration of transfers
of, and disablement in CREST
of, Sanne Shares
Scheme Record Time and Date 6:00 p.m. on 3 August
Dealings in Sanne Shares suspended 7:30 a.m. on 4 August
Effective Date of the Scheme 4 August
Cancellation of listing of Sanne By 8.00 a.m. on 5 August
Shares
Latest date for despatch of Within 14 days of the Effective
cheques and crediting of CREST Date (being by 18 August at the
for Cash Consideration due under latest)
the Scheme
Long Stop Date 19 September 2022
All times shown are London times. The dates and times given are
indicative only and are based on Sanne's and Apex's current
expectations and may be subject to change. If any of the expected
times and/or dates above change, the revised times and/or dates
will be notified to Sanne Shareholders by announcement through a
Regulatory Information Service, with such announcement being made
available on Apex's website at www.theapexgroup.com and Sanne's
website at www.sannegroup.com .
Capitalised terms in this announcement (Announcement), unless
otherwise defined, have the same meaning as set out in the Scheme
Document.
Enquiries
Sanne
Martin Schnaier, James Ireland +44 (0) 20 3327 9720
J.P. Morgan Securities plc ("J.P.
Morgan Cazenove") (Joint Financial
Adviser and Joint Corporate Broker
to Sanne)
Nicholas Hall, Jeremy Capstick,
Celia Murray, Harmeet Singh Chadha +44 (0) 20 7742 4000
Jefferies International Limited
("Jefferies") (Joint Financial
Adviser and Joint Corporate Broker
to Sanne)
Philip Noblet, Daniel Frommelt,
Simon Hardy, James Thomlinson,
William Brown +44 (0) 20 7029 8000
Tulchan Communications LLP ("Tulchan")
(Media Relations Adviser to Sanne)
Tom Murray, Harry Cameron +44 (0) 20 7353 4200
Apex
Rosie Guest +44 (0) 20 3961 1436
Merrill Lynch International
("BofA Securities") (Joint Financial
Adviser to Apex Parent)
Geoff Iles, Jack Williams +44 (0) 20 7628 1000
N.M. Rothschild & Sons Limited
("Rothschild & Co") (Joint Financial
Adviser to Apex Parent)
Ravi Gupta, Martin Tomaszewski,
David Morrison +44 (0) 20 7280 5000
Kirkland & Ellis International LLP are acting as legal
advisers to Apex.
Addleshaw Goddard LLP and Carey Olsen Jersey LLP are acting as
legal advisers to Sanne.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an 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 Sanne 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 an Offer,
the offer document), which, together with the Forms of Proxy, will
contain 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 other response in relation to the
Acquisition should be made only on the basis of the information
contained in the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the offer document). This
Announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
which is authorised in the UK by the Prudential Regulatory
Authority and regulated in the UK by the Financial Conduct
Authority and the Prudential Regulatory Authority, is acting as
financial adviser exclusively for Sanne and no one else in
connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition and will not be
responsible to anyone other than Sanne for providing the
protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, nor for providing advice in connection with the
Acquisition or any matter or arrangement referred to herein.
Jefferies International Limited ("Jefferies"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Sanne and no one else in connection with the
matters set out in this Announcement and will not be responsible to
anyone other than Sanne for providing the protections afforded to
clients of Jefferies nor for providing advice in relation to the
matters referred to in this Announcement. Neither Jefferies 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 Jefferies in connection with this Announcement, any
statement contained herein or otherwise.
BofA Securities, a subsidiary of Bank of America Corporation,
which is authorised by the PRA and regulated by the FCA and the PRA
in the United Kingdom, is acting exclusively for Apex Parent in
connection with the matters set out in this Announcement and for no
one else and will not be responsible to anyone other than Apex
Parent for providing the protections afforded to its clients or for
providing advice in relation to the subject matter of this
Announcement or any other matters referred to in this Announcement.
Neither BofA Securities, 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 BofA Securities in connection
with this Announcement, any statement contained herein or
otherwise.
Rothschild & Co, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for Apex Parent
and no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than Apex
Parent for providing the protections afforded to clients of
Rothschild & Co nor for providing advice in connection with any
matter referred to herein. Neither Rothschild & Co nor any of
its affiliates (nor their respective directors, officers, employees
or agent) 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 this Announcement, any
statement contained herein, the Acquisition 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 or
invitation to purchase, otherwise acquire or subscribe for or
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition is being made solely through the Scheme
Document (or, in the event that the Acquisition is to be
implemented by means of an Offer, the offer document), which
contains the full terms and conditions of the Acquisition. Any
voting decision or response in relation to the Acquisition should
be made solely on the basis of the Scheme Document.
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
This Announcement has been prepared for the purpose of complying
with the UK Listing Rules, the rules of the London Stock Exchange
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
UK and Jersey.
Overseas jurisdictions
The availability of the Acquisition to Sanne Shareholders who
are not resident in and citizens of the UK or Jersey may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the UK or Jersey should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. 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
shareholders are contained in the Scheme Document.
The release, publication or distribution of this Announcement in
or into jurisdictions other than the UK or Jersey may be restricted
by law and therefore any persons who are subject to the law of any
jurisdiction other than the UK or Jersey should inform themselves
of, and observe, any applicable legal or regulatory requirements.
Any failure to comply with such requirements 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 UK Listing Rules, the rules of the London Stock Exchange
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
the UK and Jersey.
Copies of this Announcement and the formal documentation
relating to the Scheme and the Acquisition have not been, will not
be and must not be, directly or indirectly, mailed, transmitted 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, without limitation, agents, custodians,
nominees and trustees) must not, directly or indirectly, mail or
otherwise forward, distribute or send them in or into or from any
such jurisdiction. If the Acquisition is implemented by way of an
Offer (unless otherwise permitted by applicable law and
regulation), the Offer may not be made directly or indirectly, in
or into, or by the use of mails or any means or instrumentality of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
The Acquisition is subject to Jersey law and the applicable
requirements of the Court, the Code, the Panel, the London Stock
Exchange and the FCA.
US Holders
US Holders should note that the Acquisition relates to the
securities of a Jersey company and is proposed to be implemented by
means of a scheme of arrangement under the laws of Jersey. A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer or proxy solicitation rules under the
US Exchange Act. Accordingly, the Acquisition and the Scheme are
and will and continue to be subject to the disclosure requirements
and practices applicable to a scheme of arrangement involving a
target company in Jersey listed on the London Stock Exchange, which
are different from the disclosure requirements of the US tender
offer and proxy solicitation rules. The financial information
included in this Announcement and the Scheme Document has been or
will have been prepared in accordance with IFRS, 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 US. However, if, in
the future, Apex were to exercise its right to implement the
Acquisition of the Sanne Shares by way of an Offer, such Offer will
be made in compliance with applicable US tender offer and
securities laws and regulations.
The receipt of cash pursuant to the Acquisition by a US Holder
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 Sanne Shareholder is urged to
consult with legal, tax and financial advisers in connection with
making a decision regarding this transaction.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws, since Apex
and Sanne are located in countries other than the US, and some or
all of their officers and directors may be residents of countries
other than the US. US Holders may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
Neither the SEC nor any US state securities commission has
approved or disproved or passed judgment upon the fairness or the
merits of the Acquisition or determined if this Announcement is
adequate, accurate or complete.
To the extent permitted by applicable law, in accordance with
normal UK market practice and pursuant to the US Exchange Act, Apex
or its nominees, or their brokers (acting as agents), may from time
to time make certain purchases of, or arrangements to purchase,
Sanne Shares outside of the US, other than pursuant to the
Acquisition, until the date on which the Acquisition 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.
Forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Apex and Sanne
contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Apex and Sanne 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 relating to the expected effects of the
Acquisition on Apex and Sanne, the expected timing and scope of the
Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "plans", "expects" or
"does not expect", "is expected", "is subject to", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or statements that certain actions, events or results
"may", "could", "should", "would", "might" or "will" be taken,
occur or be achieved. Although Apex and Sanne believe that the
expectations reflected in such forward-looking statements are
reasonable, Apex and Sanne can give no assurance that such
expectations will prove to be correct. 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. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; future market
conditions, changes in general economic and business conditions,
the behaviour of other market participants, the anticipated
benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the
countries in which Apex and Sanne operate, weak, volatile or
illiquid capital and/or credit markets, changes in tax rates,
interest rate and currency value fluctuations, the degree of
competition in the geographic and business areas in which Apex and
Sanne 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 in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors. Neither Apex
nor Sanne, 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. You are cautioned not to place any reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations, neither Apex nor Sanne is under
any obligation, and Apex and Sanne 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.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement for any period and no statement in this Announcement
should be interpreted to mean that earnings or earnings per share
for Apex or Sanne, as appropriate, for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for Apex or Sanne, as
appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 3.30 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 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 3.30 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.
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 a website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Sanne's website at www.sannegroup.com and Apex's
website at www.theapexgroup.com by no later than 12 noon (London
time) on the business day following this Announcement. For the
avoidance of doubt, the contents of these websites are not
incorporated by reference and do not form part of this
Announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, Sanne Shareholders,
persons with information rights and participants in Sanne Share
Plans may request a hard copy of this Announcement by contacting
Sanne's Registrar during business hours on 0371 384 2030 (from
within the UK) or on +44 (0)121 415 7047 (from outside the UK) or
by submitting a request in writing to the Registrar at Corporate
Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA,
UK. 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. Such persons 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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Sanne Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Sanne may be provided to Apex during the Offer
Period as required under Section 4 of Appendix 4 of the Code to
comply with Rule 2.11(c).
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END
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