TIDMSGM
RNS Number : 9987H
Sigma Capital Group PLC
09 August 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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
9 August 2021
RECOMMED CASH ACQUISITION
OF
SIGMA CAPITAL GROUP PLC
BY
SIX BIDCO LTD
(a wholly-owned indirect subsidiary of investment
funds managed by PineBridge Benson Elliot LLP)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Scheme becomes Effective
On 11 June 2021, the boards of Sigma Capital Group plc (" Sigma
") and Six Bidco Ltd (" Bidco ") announced that they had agreed the
terms of the recommended cash acquisition of Sigma by Bidco
pursuant to which Bidco will acquire the entire issued and to be
issued share capital of Sigma (the "Acquisition"). It was also
announced that the Acquisition will be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the " Scheme "), subject to the terms and
conditions set out in the circular related to the Scheme dated 29
June 2021 (the "Scheme Document").
On 5 August 2021, Sigma and Bidco announced that the Court had
sanctioned the Scheme.
Sigma and Bidco are pleased to announce that the Scheme has
today become Effective in accordance with its terms, following
delivery of the Court Order to the Registrar of Companies.
Capitalised terms used but not defined in this Announcement have
the meanings given to them in the Scheme Document, unless the
context requires otherwise. All references to time are to London
time.
Settlement
Scheme Shareholders on Sigma's register of members at the Scheme
Record Time, being 6.00 p.m. on 6 August 2021 will be entitled to
receive 202.1 pence in cash for each Sigma Share held.
Consideration payable to Scheme Shareholders under the terms of the
Acquisition will be settled or despatched by no later than 23
August 2021.
Cancellation of listing and trading
The admission to trading of Sigma Shares on AIM is expected to
be cancelled not later than 7.30 a.m. on 10 August 2021.
Enquiries
Sigma Capital Group plc
Graham Barnet, Chief Executive Officer and Founder / Michael McGill, Group Chief Tel: +44 (0) 33 3999 9926
Financial
Officer
Rothschild & Co (Financial Adviser to Sigma)
Peter Everest Tel: +44 (0) 20 7280 5000
Singer Capital Markets (NOMAD and Broker to Sigma) Tel: +44 (0) 20 7496 3000
Sandy Fraser / Rachel Hayes
KTZ Communications (PR Adviser to Sigma) Tel: +44 (0) 20 3178 6378
Katie Tzouliadis / Dan Mahoney
PineBridge Benson Elliot
George MacKinnon / Luca Scollo Tel: +44 (0) 20 7808 8900
Evercore (Financial Adviser to PineBridge Benson Elliot and Bidco)
Federico Montero / Tiarnan O'Rourke / Tariq Ennaji Tel: +44 (0) 20 7653 6000
FTI Consulting (PR Adviser to Bidco) Tel: +44 (0) 20 3727 1000
Dido Laurimore / Claire Turvey
Dentons UK and Middle East LLP is acting as legal adviser to
Sigma. Paul Hastings (Europe) LLP is acting as legal adviser to
Bidco.
Important notices
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Sigma
and no one else in connection with the Acquisition and will not be
responsible to anyone other than Sigma for providing the
protections afforded to clients of Rothschild & Co nor for
providing advice in connection with the Acquisition or any matter
referred to herein. Neither Rothschild & Co nor any of its
affiliates (nor their respective directors, officers, employees or
agents) 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 any matter referred to
herein, the Acquisition or otherwise.
Singer Capital Markets Advisory LLP ("Singer Capital Markets"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively as nominated
adviser and broker for Sigma and for no one else in connection with
the subject matter of this Announcement and will not be responsible
to anyone other than Sigma for providing the protections afforded
to its clients or for providing advice in connection with the
subject matter of this Announcement. Neither Singer Capital Markets
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 Singer Capital Markets in
connection with any matter referred to herein or otherwise. Apart
from the responsibilities and liabilities, if any, which may be
imposed on Singer Capital Markets by FSMA, 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
Singer Capital Markets 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 any
matter referred to herein, 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 Sigma or the matters
described in this Announcement. To the fullest extent permitted by
applicable law, Singer Capital Markets 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.
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 Bidco and
PineBridge Benson Elliot and no one else in connection with the
Acquisition and will not be responsible to anyone other than Bidco
or PineBridge Benson Elliot 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 any
matter referred to herein or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Evercore by FSMA, 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
any matter referred to herein, 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 Bidco, PineBridge
Benson Elliot 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.
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, 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 Sigma in any jurisdiction in contravention of
applicable law. The Acquisition is made solely through the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document), which together with the
associated forms of proxy (or, if the Acquisition is implemented by
way of a Takeover Offer, the form of acceptance) contains the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition. Any acceptance 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).
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This Announcement has been prepared in accordance with English
law, the Code, the Market Abuse Regulation and the Disclosure
Guidance and Transparency Rules and information disclosed may not
be the same as that which would have been prepared in accordance
with the laws of jurisdictions outside England. The release,
publication or distribution of this Announcement in or into
jurisdictions other than the UK or the United States may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than the UK or the United States
should inform themselves about, and observe, any applicable legal
or regulatory requirements.
The Acquisition is subject to the applicable rules and
regulations of the FCA, the London Stock Exchange and the Code.
The availability of the Acquisition to Sigma 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 citizens. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable legal, regulatory or other requirements of their
jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom or who are subject to the laws of
another jurisdiction to participate in the Acquisition, may be
affected by the laws of the relevant jurisdictions in which they
are located or to which they are subject. 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 is contained in paragraph 15 of
Part Two of the Scheme Document.
Unless otherwise determined by Bidco or required by the 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 in that jurisdiction and no person may vote in favour of the
Scheme 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.
Notice to US investors
The Acquisition relates to shares in an English company and is
proposed to be made by means of a scheme of arrangement under
English company law. US Sigma Shareholders should note that the
Scheme relates to the shares of an English company and will be
governed by English law. Neither the US proxy solicitation rules
nor the tender offer rules under the US Exchange Act will apply to
the Acquisition and the Scheme. Moreover, the Acquisition and the
Scheme are subject to the disclosure requirements and practices
applicable in England to schemes of arrangement, which differ from
the disclosure requirements of the US proxy solicitation rules and
tender offer rules.
Financial information included in this Announcement has been
prepared in accordance with accounting standards applicable in the
UK and 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.
If Bidco were to elect (with the consent of the Panel) to implement
the Acquisition by means of a Takeover Offer, such Takeover Offer
would be made in compliance with all applicable United States laws
and regulations, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. Such a Takeover Offer would be made in
the United States by Bidco and no one else.
Neither the SEC nor any securities commission of any state of
the US nor any other US regulatory authority has approved the
Acquisition, passed upon the fairness of the Acquisition or passed
upon the adequacy or accuracy of this Announcement. Any
representation to the contrary is a criminal offence in the US.
In accordance with the Takeover Code and normal UK practice, and
pursuant to Rule 14e-5(b) of the US Exchange Act (were the
Acquisition to be implemented by Takeover Offer), Bidco or its
nominees, or its brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, shares or
other securities of Sigma 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. If
purchases or arrangements to purchase were to be made as
contemplated by (a) above, they would occur either in the open
market at prevailing prices or in private transactions at
negotiated prices, and any information about such purchases or
arrangements to purchase would be disclosed as required in the UK,
would be reported to a Regulatory Information Service and would be
available on the London Stock Exchange website at
www.londonstockexchange.com .
The receipt of consideration by a US Sigma Shareholder for the
transfer of its Sigma Shares pursuant to the Acquisition will
likely be a taxable transaction for United States federal income
tax purposes. Each US Sigma Shareholder is urged to consult their
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to them, including under
applicable United States state and local, as well as overseas and
other, tax laws.
It may be difficult for US Sigma Shareholders to enforce their
rights and any claim arising out of the US federal securities laws,
since Sigma and Bidco are each located in a non-US jurisdiction,
and some or all of their officers and directors are residents of
non-US jurisdictions. US Sigma Shareholders 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.
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END
SOAVKLBBFVLZBBE
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August 09, 2021 04:47 ET (08:47 GMT)
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