TIDMGO.
RNS Number : 3448D
SS&C Technologies Hldgs Inc
15 May 2012
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
FOR IMMEDIATE RELEASE
15 May 2012
RECOMMENDED CASH OFFER
by
SS&C Technologies Holdings Europe S.a r.l. ("Bidco")
an indirect wholly owned subsidiary of
SS&C Technologies Holdings, Inc. ("SS&C")
for
GlobeOp Financial Services S.A. ("GlobeOp")
OFFER UPDATE - OFFER UNCONDITIONAL AS TO ACCEPTANCES
Introduction
On 14 March 2012 the board of Bidco and the independent
directors of GlobeOp announced that they had agreed on the terms of
a recommended cash offer to be made by Bidco to acquire the entire
issued and to be issued share capital of GlobeOp (the "Offer"). The
full terms and conditions of the Offer and the procedures for
acceptance were set out in the offer document issued by Bidco on 26
March 2012 (the "Offer Document").
On 9 May 2012 Bidco announced that, as at 1.00 p.m. (London
time) on 8 May 2012, Bidco had received valid acceptances of the
Offer representing approximately 62.0 per cent. of the existing
issued share capital of GlobeOp which it could count towards the
satisfaction of the Acceptance Condition to the Offer. Bidco also
announced that the Offer would be extended and would remain open
for acceptance until 1.00 p.m. (London time) on 14 May 2012.
Other than as expressly set out in this announcement,
capitalised terms used in this announcement shall have the meaning
given to them in the Offer Document.
Level of acceptances
As at 1.00 p.m. (London time) on 14 May 2012 Bidco had received
valid acceptances of the Offer in respect of 82,663,536 GlobeOp
Shares representing approximately 76.8 per cent. of the existing
issued share capital of GlobeOp, which Bidco may count towards the
satisfaction of the Acceptance Condition to the Offer. Accordingly,
the Acceptance Condition has now been satisfied and the Offer is
unconditional as to acceptances.
So far as Bidco is aware, none of the acceptances have been
received from persons acting in concert with Bidco. No irrevocable
commitments or letters of intent have been procured by Bidco or any
person acting in concert with it. Accordingly, none of the
acceptances received were in respect of GlobeOp Shares subject to
any such irrevocable commitment or letter of intent.
The percentages of GlobeOp Shares referred to in this
announcement are based upon a figure of 107,697,351 GlobeOp Shares
in issue on 11 May 2012.
Extension of the Offer and Regulatory Conditions
The Offer, which remains subject to the terms and conditions set
out in the Offer Document (including a number of outstanding
regulatory clearances), will remain open until further notice and
at least 14 days' notice will be given of the closing of the
Offer.
As announced on 3 April, Bidco has received early termination of
the Hart-Scott-Rodino Act waiting period. In addition, FINRA has
now granted approval of an indirect change in ownership of GlobeOp
Markets Limited. Accordingly, the Conditions to the Offer relating
to those regulatory clearances have been satisfied. The Offer
remains subject to further regulatory clearances as set out in the
Conditions to the Offer.
Actions to be taken
GlobeOp Shareholders who have not yet accepted the Offer are
urged to do so immediately.
If you are a holder of GlobeOp DIs (in CREST), you should ensure
that your TTE instruction is settled in accordance with the
instructions set out in the Offer Document.
If you hold your GlobeOp Shares in registered form (that is, not
in CREST), you should complete and return the Form of Acceptance,
which accompanied the Offer Document, in accordance with the
instructions set out in the Offer Document.
Interests in GlobeOp Shares
On 11 May 2012 (being the latest practicable date prior to the
publication of this announcement), neither Bidco, nor any person
acting in concert with Bidco, is interested in, has any rights to
subscribe for any relevant securities of GlobeOp nor does any such
person have any short position (whether conditional or absolute and
whether in the money or otherwise), including any short position
under a derivative or any arrangement in relation to any relevant
securities of GlobeOp. For these purposes, "arrangement" includes
any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of any relevant
securities of GlobeOp and any borrowing or lending of any relevant
securities of GlobeOp which have not been on-lent or sold and any
outstanding irrevocable commitment or letter of intent with respect
to any relevant securities of GlobeOp.
Enquiries
Deutsche Bank (Financial Adviser
and Corporate Broker to SS&C)
Omar Faruqui
James Ibbotson
James Agnew (Corporate Broking) + 44 (0) 20 7545 8000
RLM Finsbury + 44 (0) 20 7251 3801
Faeth Birch + 44 (0) 7768 943 171
Sarah Heald + 44 (0) 7771 982 101
Further information
This announcement does not constitute, and must not be construed
as, an offer to sell or an invitation to purchase or subscribe for
any securities or the solicitation of an offer to purchase or
subscribe for any securities, pursuant to the Offer or otherwise.
The full terms and conditions of the Offer, including details of
how the Offer may be accepted, are set out in the Offer
Document.
The release, publication or distribution of this announcement in
certain jurisdictions may be affected by the laws of relevant
jurisdictions. Persons who are subject to the laws of any
jurisdiction other than the United Kingdom, Luxembourg or the
United States or are not resident in the United Kingdom, Luxembourg
or the United States will need to inform themselves about, and
observe, any applicable requirements. This announcement has been
prepared for the purpose of complying with English and Luxembourg
law and the information disclosed may not be the same as that which
would have been prepared in accordance with the laws of
jurisdictions outside the United Kingdom and Luxembourg.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: BaFin - Federal Financial Supervisory
Authority) and authorised and subject to limited regulation by the
Financial Services Authority. Details about the extent of Deutsche
Bank AG's authorisation and regulation by the Financial Services
Authority are available on request. Deutsche Bank AG is acting as
financial adviser to SS&C and Bidco and no one else in
connection with the contents of this announcement and will not be
responsible to any person other than SS&C and Bidco for
providing the protections afforded to clients of Deutsche Bank AG,
nor for providing advice in relation to any matters referred to in
this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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 paper 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper 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 paper
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
This announcement will be available on SS&C's website at
www.ssctech.com and on GlobeOp's website at www.globeop.com by no
later than 12 noon on 16 May 2012.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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