TIDMOIT TIDMCBP
RNS Number : 4635P
Nucleus Financial Platforms Limited
09 February 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, 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
9(th) February 2023
Disclosure under Rule 2.10(c) of the Takeover Code in respect of
the
RECOMMED CASH ACQUISITION
of
CURTIS BANKS GROUP PLC
by
NUCLEUS CLYDE ACQUISITION LIMITED
(a newly formed company wholly-owned by Nucleus Financial
Platforms Limited)
Update on irrevocable undertaking given by Odyssean Capital
LLP
On 6(th) January 2023 the boards of directors of Nucleus Clyde
Acquisition Limited ("Bidco"), a newly formed company wholly-owned
by Nucleus Financial Platforms Limited ("Nucleus"), and Curtis
Banks Group PLC ("Curtis Banks"), made an announcement pursuant to
Rule 2.7 of the Takeover Code (the "2.7 Announcement") that they
had reached agreement on the terms of a recommended cash
acquisition by Bidco of the entire issued and to be issued share
capital of Curtis Banks (the "Acquisition"), intended to be
implemented by way of a court sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"). A circular
in relation to the Scheme (the "Scheme Document") was published on
31 January 2023.
As set out in Appendix 3 of the 2.7 Announcement and paragraph 9
of Part VI of the Scheme Document, Bidco had received an
irrevocable undertaking to vote in favour (or procure the voting in
favour, as applicable) of the Scheme at the Court Meeting and the
Resolution to be proposed at the General Meeting (or in the event
that the Acquisition is implemented by way of a Takeover Offer, to
accept or procure the acceptance of such Takeover Offer) from
Odyssean Capital LLP as portfolio manager of Odyssean Investment
Trust plc ("Odyssean") in respect of an aggregate number of
5,130,000 Curtis Banks Shares, representing approximately 7.67% of
the issued share capital of Curtis Banks as at the close of
business on 27 January 2023 (being the last practicable date prior
to the publication of the Scheme Document) (the "Odyssean
Irrevocable Undertaking"). As described in the 2.7 Announcement and
the Scheme Document, the Odyssean Irrevocable Undertaking does not
contain any restriction on disposals of Curtis Banks Shares by
Odyssean.
On 9(th) February 2023 Odyssean announced that it had sold, in
aggregate, 2,630,000 Curtis Banks Shares (the "Sold Shares").
Odyssean has informed Bidco that the Sold Shares comprised Curtis
Banks Shares that were subject to the Odyssean Irrevocable
Undertaking.
As a result, following completion of the sale of the Sold
Shares:
-- the total number of Curtis Banks Shares which are subject to
the Odyssean Irrevocable Undertaking has reduced to 2,500,000
Curtis Banks Shares, representing approximately 3.74% of the issued
share capital of Curtis Banks as at the close of business on 8(th)
February 2023 (being the date prior to this announcement); and
-- the total number of Curtis Banks Shares which are subject to
irrevocable undertakings or letters of intent received by Bidco
from Curtis Banks Shareholders has reduced to 33,458,109 Curtis
Banks Shares, representing approximately 50.03% of the issued share
capital of Curtis Banks as at the close of business on 8(th)
February 2023 (being the date prior to this announcement).
Unless otherwise defined in this announcement, capitalised words
and phrases used in this announcement shall have the same meanings
given to them in the 2.7 Announcement.
Enquiries
Evercore (financial adviser to Nucleus
and Bidco) +44 (0)20 7653 6000
Ollie Clayton
Ed Banks
Demetris Efthymiou
Harrison George
TB Cardew (public relations adviser to
Nucleus and Bidco)
Tom Allison +44 (0)77 8999 8020
Shan Shan Willenbrock +44 (0)77 7584 8537
Olivia Rosser +44 (0)7552 864 250
nucleus@tbcardew.com
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form any 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 Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Curtis
Banks in any jurisdiction in contravention of applicable law. The
Acquisition will be made and implemented solely pursuant to the
terms of the Scheme Document (or if the Acquisition is implemented
by way of a Takeover Offer, the Offer Document), which 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, or other response 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 a Takeover Offer, the
Offer Document).
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 times 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 forth in this announcement since such date.
Disclaimer
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the Financial Conduct Authority in the
UK, is acting exclusively as financial adviser to Nucleus and Bidco
and no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than
Nucleus and Bidco 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 Nucleus, Bidco 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.
Overseas jurisdictions
This announcement has been prepared in accordance with, and for
the purposes of complying with, English law, the Takeover Code, the
Market Abuse Regulation and the AIM Rules, and 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.
The release, publication or distribution of this announcement
in, into or from jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe any applicable
requirements.
The availability of the Acquisition to Curtis Banks Shareholders
who are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizen. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe any applicable legal or regulatory requirements of their
jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom to vote their Curtis Banks Shares
with respect to the Scheme at the Meetings, or to execute and
deliver Forms of Proxy (or other proxy instructions) appointing
another to vote at the Meetings on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
Any failure to comply with the applicable 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. Further details in relation to Overseas Shareholders
are contained in the Scheme Document.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, in whole or in part,
directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction and no person may vote in favour
of the Acquisition by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do
so would constitute a violation of the laws of that jurisdiction.
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 it 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 a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made directly or indirectly, in or into, or by the
use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or
facilities.
The Acquisition will be subject to English law 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.
Notice to US investors in Curtis Banks
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 rules or the proxy solicitation rules under the US
Exchange Act of 1934. Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules. Neither the United States Securities and Exchange
Commission, nor any securities commission of any state of the
United States, has approved or disapproved any offer, or passed
comment upon the adequacy or completeness of any of the information
contained in this announcement. Any representation to the contrary
may be a criminal offence.
If, in the future, Bidco exercises the right, with the consent
of the Panel (where necessary), to implement the Acquisition by way
of a Takeover Offer and determines to extend the offer into the
United States, the Acquisition will be made in compliance with
applicable United States laws and regulations, including Section
14(e) of the US Securities Exchange Act 1934 and Regulation 14E
thereunder.
Financial information included in this announcement and the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document) has been or will have been
prepared in accordance with accounting standards applicable in the
United Kingdom that 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.
The receipt of cash pursuant to the Acquisition by a US holder
of Curtis Banks 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 Curtis
Banks 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 holders of Curtis Banks Shares to
enforce their rights and any claim arising out of the US federal
laws in connection with the Acquisition, since Bidco and Curtis
Banks are located in, and organised under the laws of, a non-US
jurisdiction, and some or all of their officers and directors may
be residents of a non-US jurisdiction. US holders of Curtis Banks
Shares 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 a US court's jurisdiction
or judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Securities Exchange Act of 1934, 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, Curtis Banks Shares outside of the US,
other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. Also, in accordance with Rule 14e-5(b) of the US
Securities Exchange Act of 1934, each of Evercore, Fenchurch, Peel
Hunt and Singer Capital Markets Securities will continue to act as
an exempt principal trader in Curtis Banks 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 US Securities
Exchange Act of 1934. 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.
Dealing and Opening Position 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 3.30 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 Takeover 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 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. 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 Takeover Code, a copy of
this announcement will be made available, subject to certain
restrictions relating to persons resident in restricted
jurisdictions, on Nucleus' website at
www.nucleusfinancialplatforms.com no later than 12 noon (London
time) on the business day following the date of this announcement.
The content of the website referred to above is not incorporated
into and does not form part of this announcement.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
OUPTLMMTMTJMBBJ
(END) Dow Jones Newswires
February 09, 2023 06:04 ET (11:04 GMT)
Odyssean Investment (LSE:OIT)
Historical Stock Chart
From Jun 2024 to Jul 2024
Odyssean Investment (LSE:OIT)
Historical Stock Chart
From Jul 2023 to Jul 2024