TIDMPHD
RNS Number : 3902D
PROACTIS Holdings PLC
28 June 2021
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
FOR IMMEDIATE RELEASE
28 June 2021
RECOMMED CASH OFFER
OF
PROACTIS HOLDINGS PLC
BY
CAFE BIDCO LIMITED
(a newly incorporated company to be indirectly owned by joint
offerors: (i) investment funds advised and managed by Pollen Street
Capital Limited; and (ii) investment funds advised and managed by
DBAY Advisors Limited)
to be effected by means of a scheme of arrangement under Part 26
of the Companies Act 2006
Publication and Posting of Scheme Document
On 11 June 2021, the boards of Cafe Bidco Limited ("Bidco") and
Proactis Holdings plc ("Proactis") announced that they had reached
agreement on the terms and conditions of a recommended cash offer
by Bidco for the entire issued and to be issued share capital of
Proactis, other than Proactis Shares owned or controlled by funds
advised and managed by DBAY (the "Acquisition").
Unless otherwise defined, all capitalised terms in this
announcement (the "Announcement") shall have the same meaning given
to them in the Scheme Document (as defined below).
Publication and posting of the Scheme Document
Proactis and Bidco are pleased to announce that the scheme
document containing the full terms and conditions of the
Acquisition (the "Scheme Document") is being published today on
Proactis' website at http://www.proactis.com/uk/investors and
Bidco's website at www.cafe.pollencap.com. The Scheme Document
contains, among other things, a letter from the Chairman of
Proactis, an explanatory statement pursuant to section 897 of the
Companies Act 2006, the notices of the Court Meeting and General
Meeting, an expected timetable of principal events and details of
the action to be taken by Proactis Shareholders. Hard copies of the
Scheme Document (or, depending on the Proactis' Shareholders'
communication preferences, a letter or email giving details of the
website where the Scheme Document may be accessed) are being sent
to Proactis Shareholders together with the related Forms of Proxy
and the Form of Election for the Alternative Offer. Hard copies of
the Scheme Document are also being sent, for information only, to
participants in the Proactis Share Plans and to holders of
Convertible Loan Notes.
A copy of the Scheme Document will shortly be submitted to the
National Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Notices of the Court Meeting and General Meeting and action
required
As described in the Scheme Document, to become Effective, the
Scheme must be approved at the Court Meeting by a majority in
number of the Scheme Shareholders who are on the register of
members of Proactis at the Scheme Voting Record Time present and
voting (and entitled to vote), whether in person, or by proxy or by
corporate representative (where applicable), via the Virtual
Meeting Platform, representing at least 75 per cent. of the votes
attached to the Scheme Shares cast by those Scheme Shareholders.
The Scheme also requires the passing at the General Meeting of the
Special Resolutions by the requisite majorities. The General
Meeting is expected to be held immediately after the Court Meeting.
Following the Meetings, the Scheme must be sanctioned by the Court.
If the Scheme becomes Effective, it will be binding on all Proactis
Shareholders, irrespective of whether or not they attended or voted
at the Court Meeting or the General Meeting (and irrespective of
whether or not they voted in favour of the resolutions at such
Meetings).
Notices of the Court Meeting and the General Meeting of Proactis
Holdings plc, each of which will be held at the offices of Proactis
at 2nd Floor, 1 Riverview Court, Castle Gate, Wetherby, West
Yorkshire LS22 6LE on 20 July 2021, are set out in the Scheme
Document. The Court Meeting will start at 11.30 a.m. on that date
and the General Meeting at 11.45 a.m. (or as soon thereafter as the
Court Meeting is concluded or adjourned).
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair and reasonable representation of Scheme
Shareholder opinion. Scheme Shareholders are therefore strongly
advised to transmit a proxy appointment and voting instruction
(electronically, online or through CREST or by any other procedure
described in this notice) or complete and return their Form of
Proxy for the Court Meeting in accordance with the instructions
printed on it as soon as possible. The transmission of a proxy
appointment or voting instruction electronically, online or through
CREST or by any other procedure described in this document (or
completion and return of the Forms of Proxy) will not prevent
Scheme Shareholders from attending remotely, submitting written
questions and/or any objections (in the case of the Court Meeting)
and voting at the Court Meeting or the General Meeting, in each
case remotely, if they are entitled to and wish to do so.
If a Proactis Shareholder is eligible and wishes to elect for
the Alternative Offer in respect of their Proactis Shares, they
must also complete the Form of Election in accordance with the
instructions printed on such form and return it by post to Link
Group, Corporate Actions, 10th Floor, Central Square, 29 Wellington
Street, Leeds LS1 4DL or, if they hold their Proactis Shares
through CREST, submit a TTE Instruction in respect of the relevant
Proactis Shares, in each case by the Election Return Time, being
1.00 p.m. on the date of the Scheme Court Hearing or such later
date and time (if any) to which the right to make an election may
be extended. Proactis Shareholders who do not wish to elect to
receive the Alternative Offer do not need to complete or return the
Form of Election. Proactis Shareholders who are in a Restricted
Jurisdiction are only eligible to receive the Cash Offer, and are
not eligible to elect for the Alternative Offer.
Scheme Shareholders should carefully read the Scheme Document in
its entirety before making a decision with respect to the
Scheme.
The Proactis Directors, who have been so advised by finnCap as
to the financial terms of the Cash Offer, consider the terms of the
Cash Offer to be fair and reasonable. In providing its advice to
the Proactis Directors, finnCap has taken into account the
commercial assessments of the Proactis Directors. finnCap is
providing independent financial advice to the Proactis Directors
for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Proactis Directors recommend unanimously that
the Scheme Shareholders and the Proactis Shareholders vote in
favour of the Scheme at the Court Meeting and the Special
Resolutions to be proposed at the General Meeting (respectively),
as the Proactis Directors who hold Proactis Shares have irrevocably
undertaking to do (or procure to be done) in respect of their own
beneficial holdings of Proactis Shares.
finnCap is unable to advise the Proactis Directors as to whether
or not the financial terms of the Alternative Offer are fair and
reasonable. This is because of the significant and variable impact
the disadvantages and advantages of the Alternative Offer may have
on individual Proactis Shareholders. Accordingly, the Proactis
Directors cannot form an opinion as to whether or not the terms of
the Alternative Offer are fair and reasonable and are not making
any recommendation to eligible Proactis Shareholders as to whether
or not they should elect for the Alternative Offer.
COVID-19 Restrictions
The Proactis Directors note the measures issued by UK Government
in view of the ongoing COVID-19 pandemic. At the time of
publication of this announcement, UK Government has prohibited
large public gatherings, save in certain limited circumstances. In
light of these measures, together with the uncertainty as to any
additional and/or alternative measures that may be put in place by
UK Government, we regretfully ask that Scheme Shareholders,
Proactis Shareholders and other prospective attendees do not attend
the Court Meeting or the General Meeting in person, save for the
Chairman and anyone else nominated by the Chairman in order to
establish a quorum. In order to protect the health and safety of
Proactis Shareholders, staff and directors, any Scheme
Shareholders, Proactis Shareholders and other persons who attempt
to attend the Meetings in person may be refused entry, as we are
unfortunately unable to guarantee that arrangements will be
COVID-secure and legal limits on the number of people able to
gather may continue to apply. Scheme Shareholders and Proactis
Shareholders are strongly encouraged to appoint "the Chairman of
the meeting" as their proxy. If any other person is appointed as
proxy, they may not be permitted to attend the relevant Meeting in
person but will be able to attend, submit written questions and/or
any objections (in the case of the Court Meeting) and vote at the
relevant Meeting remotely via the Virtual Meeting Platform, further
details of which are set out below and in the Virtual Meeting
Guide. Scheme Shareholders and Proactis Shareholders may also
submit written questions in advance of the relevant Meeting by
email to company.secretary@proactis.com. Emails must be received no
less than 48 hours (excluding any part of that period that is
during a non-working day) before the start of the relevant
Meeting.
Shareholder Helpline
If Scheme Shareholders have any questions about the Scheme
Document, the Court Meeting or the General Meeting, or how to
complete the Forms of Proxy or the Form of Election, please contact
Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds
LS1 4DL or on 0371 664 0321. Calls will be charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Link
Group is open between 9.00 a.m. to 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that
Link Group cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes.
Cancellation of admission to trading on AIM
It is intended that dealings in Proactis Shares on AIM will be
suspended at 7.00 a.m. on 27 July 2021. No transfers of Proactis
Shares will be registered after 7.00 a.m. on that date. It is
further intended that, prior to the Scheme becoming Effective,
Proactis will make an application for the cancellation of the
admission to trading of the Proactis Shares on AIM, and re-register
Proactis as a private limited company, to take effect shortly after
the Effective Date.
On the Effective Date, share certificates in respect of Proactis
Shares will cease to be valid and entitlements to Proactis Shares
held within the CREST system will be cancelled.
Expected Timetable
The following indicative timetable sets out expected dates for
the implementation of the Scheme.
If any of the dates and/or times in this expected timetable
change, the revised dates and/or times will be notified to Proactis
Shareholders by announcement through a Regulatory Information
Service. If required by the Panel, notice of such changes will also
be sent to Proactis Shareholders, to holders of options or awards
under the Proactis Share Plans and to holders of the Convertible
Loan Notes.
Event Time and/or date
Publication of the Scheme Document 28 June 2021
Latest time for lodging Forms of Proxy
for the:
Court Meeting (blue form) 11.30 a.m. on 16 July
2021(1)
General Meeting (yellow form) 11.45 a.m. on 16 July
2021(2)
Scheme Voting Record Time for the Court 6.00 p.m. on 16 July
Meeting and the General Meeting 2021(3)
Court Meeting 11.30 a.m. on 20 July
2021
General Meeting 11.45 a.m. on 20 July
2021(4)
The following dates are indicative only
and are subject to change(5)
Scheme Court Hearing 23 July 2021
Latest time for receipt of completed 1.00 p.m. on 23 July
Forms of Election 2021
Latest time for withdrawing Forms of 1.00 p.m. on 23 July
Election previously lodged under the 2021
Alternative Offer
Last day of dealings in, and for the 26 July 2021
registration or transfer of, Proactis
Shares
Scheme Record Time 6.00 p.m. on 26 July
2021
Disablement of CREST in respect of Proactis 6.00 p.m. on 26 July
Shares 2021
Suspension of trading of, and dealings by 7.00 a.m. on 27 July
in, Proactis Shares 2021
Effective Date of the Scheme 27 July 2021
Cancellation of admission to trading by 7.00 a.m. on 28 July
of Proactis Shares on AIM 2021
Latest date for despatch of cheques and Within 14 days of the
crediting of CREST for Cash Consideration Effective Date
due under the Scheme
Long Stop Date 31 December 2021
(1) It is requested that blue Forms of Proxy for the Court
Meeting be returned not later than 11.30 a.m. on 16 July 2021 (or,
if the Court Meeting is adjourned, 48 hours (excluding any part of
a day that is not a Business Day) before the time of such adjourned
meetings. Blue Forms of Proxy not returned prior to 11.30 a.m. on
16 July 2021 may be emailed to
post_proxy_deadline_court_votes@linkgroup.co.uk any time prior to
the commencement of the Court Meeting.
(2) Yellow Forms of Proxy for the General Meeting must be
returned not later than 11.45 a.m. on 16 July 2021 (or, if the
General Meeting is adjourned, 48 hours (excluding any part of a day
that is not a Business Day) before the time of such adjourned
meetings.
(3) If either the Court Meeting or the General Meeting is
adjourned, the Scheme Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day which is two Business Days
prior to the date of the adjourned meeting.
(4) Or as soon thereafter as the Court Meeting is concluded or adjourned.
(5) These dates are indicative only and will depend, amongst
other things, on the date upon which: (i) the Conditions are
satisfied or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; and (iii) the Scheme Court Order is delivered
to the Registrar of Companies.
All references in this announcement and the Scheme Document are
to times are to London, England time unless otherwise stated.
Enquiries:
Houlihan Lokey +44 (0)20 7907 4200
(Financial Adviser to Bidco)
Lawrence Guthrie
Mark Fisher
Yashin Mody
Stand Agency +44 (0)7973 596 503
(Communications adviser to Pollen Street Capital)
Cait Dacey
DBAY +44 (0)1624 690 900
David Morrison
Mike Haxby
Teneo +44 (0)20 7260 2700
(Financial Adviser to DBAY)
Chris Nicholls
Craig Lukins
Dom Young
Proactis +44 (0)19 3754 5070
Tim Sykes
Richard Hughes
finnCap +44 (0)20 7220 0500
(Financial Adviser to Proactis)
Carl Holmes
Henrik Persson
Emily Watts
Slaughter and May is acting as legal adviser to Pollen Street
Capital and Bidco.
Addleshaw Goddard is acting as legal adviser to DBAY.
Walker Morris LLP is acting as legal adviser to Proactis.
Important notices relating to financial advisers
finnCap, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Proactis as financial
adviser and no one else in connection with the Acquisition and will
not be responsible to anyone other than Proactis for providing the
protections afforded to clients of finnCap or for providing advice
in relation to the Acquisition or any other matters referred to in
this announcement. Neither finnCap nor any of its subsidiaries,
affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of finnCap in connection with this
announcement, any statement contained in this announcement or
otherwise.
Houlihan Lokey, which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively as financial adviser to
Bidco and no one else in connection with the matters described in
this announcement and will not be responsible to anyone other than
Bidco for providing the protections afforded to clients of Houlihan
Lokey or for providing advice in relation to the Acquisition or any
other matters referred to in this announcement. Neither Houlihan
Lokey nor any of its subsidiaries 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 Houlihan Lokey in connection
with this announcement or any matter referred to in this
announcement.
Teneo is acting for DBAY and no-one else in connection with the
Acquisition and will not be responsible to anyone other than DBAY
for providing the protections offered to clients of Teneo or for
providing advice in relation to the Acquisition, the contents of
this announcement or any matters referred to in this announcement.
Teneo is authorised and regulated in the United Kingdom by the
Institute of Chartered Accountants in England & Wales for a
range of investment business activities. Teneo is registered in
England and Wales Company Number 13192958 and its registered office
is 6 More London Place, London SE1 2DA. Teneo can be contacted at
60 St Martin's Lane, London, WC2N 4JS.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through the Scheme Document and the
accompanying Forms of Proxy and Form of Election, which will
contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any approval,
decision or other response to the Acquisition should be made only
on the basis of the information in the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the Offer
Document). Proactis Shareholders are strongly advised to read the
formal documentation in relation to the Acquisition. Each Proactis
Shareholder is urged to consult its independent professional
adviser immediately regarding the tax consequences to it (or its
beneficial owners) of the Acquisition.
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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 England.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Bidco reserves the right to elect to implement the Acquisition
by way of a Takeover Offer as an alternative to the Scheme (subject
to the Panel's consent and the terms of the Co-operation
Agreement). In such event, the Acquisition will be implemented on
substantially the same terms, so far as applicable, as those which
would apply to the Scheme, subject to appropriate amendments to
reflect, among other things, the change in method of effecting the
Acquisition (including, without limitation: (i) the inclusion of an
acceptance condition set at 75 per cent. of the Proactis Shares to
which such Takeover Offer relates (or such other percentage as
Bidco may, subject to the rules of the Takeover Code and the terms
of the Co-operation Agreement and with the consent of the Panel,
decide); and (ii) those required by, or deemed appropriate by,
Bidco under applicable law, including US securities law).Overseas
Shareholders
The release, publication or distribution of the Scheme Document
in certain jurisdictions may be restricted by law. Persons who are
not resident in the United Kingdom or who are subject to the laws
or requirements of other jurisdictions should inform themselves of,
and observe, any applicable laws or requirements.
Neither the Scheme Document nor any of the accompanying
documents are intended to, and do not, constitute or form part of
any offer or invitation to purchase or otherwise acquire, subscribe
for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval pursuant to the Scheme or
otherwise, in any jurisdiction in which such offer, invitation or
solicitation is unlawful. The Scheme Document has been prepared in
accordance with and for the purposes of complying with English law,
the Takeover Code, the rules of the London Stock Exchange, UK
Market Abuse Regulation, the Disclosure Guidance and Transparency
Rules and the AIM Rules and the information disclosed may not be
the same as that which would have been disclosed if the Scheme
Document had been prepared in accordance with the laws of
jurisdictions other than England and Wales.
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, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws of that jurisdiction and no person may vote in favour of
the Acquisition by 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 from, a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of the Scheme Document and all documents
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent (including in electronic form) in, into or from a
Restricted Jurisdiction where to do so would violate the laws of
that jurisdiction, and persons receiving the Scheme Document and
all documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send (including in electronic form) them in, into or from such
jurisdictions if to do so would violate the laws of that
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 mail 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 availability of the Acquisition to Proactis Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the jurisdiction in which they are resident. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements of their respective
jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom to vote their Proactis Shares with
respect to the Scheme at the Court Meeting, or to appoint another
person as proxy to vote at the Court Meeting on their behalf, may
be affected by the laws of the jurisdictions in which they are
located. Any failure to comply with 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.
The Acquisition will be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the
FCA, the AIM Rules and the Registrar of Companies.
Notice to US Shareholders of Proactis
The Acquisition relates to shares of an English incorporated and
registered company that is a "foreign private issuer" as defined
under Rule 3b-4 under the US Exchange Act and is proposed to be
effected by means of a scheme of arrangement under English law. A
transaction effected by means of such a scheme of arrangement is
not subject to the tender offer rules under the US Exchange Act.
The Acquisition (and the Scheme) are subject to the disclosure
requirements, rules and practices applicable in the United Kingdom
to schemes of arrangement, which may differ from the requirements
of US proxy solicitation or tender offer rules. However, if Bidco
were to elect to implement the Acquisition by means of a Takeover
Offer, such Takeover Offer will be made in compliance with all
applicable US laws and regulations, including Section 14(e) of the
US Exchange Act and Regulation 14E thereunder.
Any Alternative Offer Securities issued in the United States are
expected to be issued in reliance upon the exemption from the
registration requirements of the US Securities Act provided by
Section 3(a)(10) thereof and would not be registered under the US
Securities Act. Securities issued pursuant to the Scheme will not
be registered under any laws of any state, district or other
jurisdiction of the United States, and may only be issued to
persons resident in such state, district or other jurisdiction
pursuant to an exemption from the registration requirements of such
laws.
For the purposes of qualifying for the exemptions from the
registration requirements of the US Securities Act afforded by
Section 3(a)(10), Proactis will advise the Court through Counsel
that the Court's sanction of the Scheme will be relied upon by
Bidco for the purposes of the exemption afforded by Section
3(a)(10) as an approval of the Scheme following a hearing on the
fairness of the terms and conditions of the Scheme to Scheme
Shareholders, at which hearing all such Scheme Shareholders are
entitled to appear in person (or through counsel) remotely to
support or oppose the sanctioning of the Scheme and with respect to
which adequate notification has been given to all Scheme
Shareholders.
Proactis Shareholders who are, or will be, deemed to be
"affiliates" (as defined in the US Securities Act) of Bidco after
the Effective Date will be subject to certain restrictions on
transfers of the Alternative Offer Securities received pursuant to
the Scheme as the Alternative Offer Shares will be deemed to be
"restricted securities" within the meaning of Rule 144(a)(3) under
the US Securities Act. Otherwise, the Alternative Offer Securities
generally should not be treated as "restricted securities" within
the meaning of Rule 144(a)(3) under the US Securities Act and
persons who receive securities under the Scheme (other than
affiliates of Bidco) may resell or transfer such Alternative Offer
Securities without restriction under the US Securities Act.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Bidco, certain of its affiliated
companies and their respective nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase,
Proactis Shares, other than pursuant to the Acquisition, until the
date on which the Acquisition and/or Scheme becomes Effective,
lapses or is otherwise withdrawn. If such purchases or arrangements
to purchase were to be made, they would be made outside the United
States and would comply with applicable law, including the US
Exchange Act and the rules and regulations thereunder. These
purchases may be made 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 United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com.
The information contained in the Scheme Document has neither
been approved nor disapproved by the US Securities and Exchange
Commission (the "SEC") or any US state securities commission or any
other US regulatory authority. Neither the SEC, nor any state
securities commission nor any other US regulatory authority has
passed upon or determined the fairness or merits of the proposal
described in, nor upon the accuracy or adequacy of, the Scheme
Document. Any representation to the contrary is a criminal offence
in the United States.
The financial information included in the Scheme Document has
been prepared in accordance with accounting standards applicable in
the United Kingdom that may not be comparable to the financial
statements of US companies. US generally accepted accounting
principles differ in certain respects from IFRS used in the United
Kingdom. None of the financial information in the Scheme Document
has been audited in accordance with auditing standards generally
accepted in the United States ("US GAAS") or the auditing standards
of the Public Company Accounting Oversight Board (United States)
("PCAOB"). There could be differences between the auditing
standards used in the United Kingdom and those required by US GAAS
or the auditing standards of the PCAOB. US Shareholders should
consult their own professional advisers to gain an understanding
and the implications of these differences.
The receipt of cash or Alternative Offer Securities pursuant to
the Acquisition by a US Shareholder as consideration for the
transfer of its Proactis Shares pursuant to the terms of the
Acquisition 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 US Shareholder is urged to
consult his/her/its independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable to
him/her/it, including under applicable US state and local, as well
as overseas and other, tax laws.
It may be difficult for US Shareholders to enforce their rights
and claims arising under the US federal securities laws, since
Bidco and Proactis are incorporated and located in countries other
than the United States, and some or all of their officers and
directors may be residents of countries other than the United
States. US Shareholders may not be able to effect service of
process upon a non-US company or its officers or directors or
enforce against them in a US court a judgment obtained in a non-US
court for a violation of US securities laws. Further, it may be
difficult to enforce in the United Kingdom an original action or an
action for enforcement based on US securities laws or judgments of
a US court.
Statements
The statements contained in the Scheme Document are made as at
the date of the Scheme Document, unless some other time is
specified in relation to them, and publication of the Scheme
Document will not give rise to any implication that there has been
no change in the information set forth in the Scheme Document is
correct as of any date subsequent to the date of such information.
Nothing in the Scheme Document will be deemed to be a forecast,
projection or estimate of the future financial performance of
Proactis, the Proactis Group, Bidco or the Bidco Group, except
where otherwise stated.
Forward-looking statements
The Scheme Document (including information incorporated by
reference in the Scheme Document), oral statements made regarding
the Acquisition, and other information published by Bidco and
Proactis contain statements about Bidco and Proactis that are or
may be deemed to be forward-looking statements. All statements
other than statements of historical facts included in the Scheme
Document may be forward-looking statements. Without limitation, any
statements preceded or followed by or that include the words
"prepares", "targets", "plans", "believes", "expects", "is expected
to", "is subject to", "forecasts", "aims", "intends", "will",
"may", "could", "should", "would", "might", "anticipates",
"estimates", "projects", "budget", "synergy", "strategy",
"scheduled", "cost-saving" or words or terms of similar substance
or the negative or derivative thereof, are forward-looking
statements. Forward-looking statements include statements relating
to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies and the expansion and
growth of Bidco's or Proactis' operations and potential synergies
resulting from the Acquisition; and (iii) the effects of global
economic conditions and UK Government regulation on Bidco's or
Proactis' business.
Although Bidco and Proactis believe that the expectations
reflected in such forward-looking statements are reasonable, Bidco
and Proactis 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
shareholder approvals and the satisfaction of other Conditions;
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 disposals; changes in general economic and business
conditions, including as a result of the ongoing impact of the
COVID-19 pandemic; changes in the behaviour of other market
participants; changes in 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 Bidco and
Proactis 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 and Proactis 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 Proactis, 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
the Scheme Document will actually occur. Such forward-looking
statements involve risks and uncertainties that could significantly
affect expected results and are based on certain key assumptions.
As highlighted above, many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of the
Scheme Document. Other than in accordance with their legal or
regulatory obligations, Bidco and Proactis each disclaim any
obligation to update any forward-looking or other statements
contained in the Scheme Document whether as a result of new
information, future events or otherwise.
No profit forecasts or estimates
No statement in the Scheme Document is intended as a profit
forecast or estimate for any period and no statement in the Scheme
Document should be interpreted to mean that earnings or earnings
per share for Proactis for the current or future financial years
would necessarily match or exceed the historical published earnings
or earnings per share for Proactis.
Disclosure requirements of the Takeover Code
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 p.m. on the 10th business day following
the commencement of the Offer Period and, if appropriate, by no
later than 3.30 p.m. 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 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, 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 p.m. 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 website and availability of hard copies
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement, the Scheme Document and the documents required
to be published will be made available subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions on Proactis' website at
http://www.proactis.com/uk/investors and Bidco's website at
https://cafe.pollencap.com by no later than 12 noon on 29 June
2021. For the avoidance of doubt, the contents of those websites
nor any websites accessible from a hyperlink are not incorporated
into and do not form part of the Scheme Document.
In accordance with Rule 30.3 of the Takeover Code, Proactis
Shareholders and persons with information rights may request a hard
copy of the Scheme Document by contacting Link Group, Corporate
Actions, 10th Floor, Central Square, 29 Wellington Street, Leeds
LS1 4DL or 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 a.m. and 5.30 p.m., Monday to Friday,
excluding public holidays in England and Wales. Please note that
Link Group cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes. You 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 Proactis Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Proactis may be provided to Bidco during the
Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c).
General
If the Acquisition is effected by way of a Takeover Offer, and
such Takeover Offer becomes or is declared unconditional in all
respect and sufficient acceptances are received, Bidco intends to
exercise its rights to apply the provisions of Chapter 3 of Part 28
of the Companies Act so as to acquire compulsorily the remaining
Proactis Shares in respect of which the Takeover Offer has not been
accepted.
If you are in any doubt about the contents of this announcement,
the Scheme Document or the action you should take, you are
recommended to seek your own independent financial and/or legal
advice immediately from your stockbroker, bank manager, solicitor
or independent financial adviser duly authorised under Financial
Services and Markets Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.
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
SOAFLFERRSITFIL
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