TIDMSND
RNS Number : 5175H
Aptean Limited
01 August 2019
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 OF
THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
1 August 2019
RECOMMED CASH OFFER
for
SANDERSON GROUP PLC
by
APTEAN LIMITED
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
-- The boards of directors of Aptean Limited (the "Aptean
Bidco") and Sanderson Group Plc ("Sanderson") are pleased to
announce they have reached agreement on the terms of a recommended
offer pursuant to which Aptean Bidco will acquire the entire issued
and to be issued ordinary share capital of Sanderson (the
"Acquisition").
-- Aptean Bidco is an English incorporated company formed within
the group of (and under common control with) Aptean, Inc.
("Aptean") and ultimately controlled by funds managed and advised
by TA Associates and Vista Equity Partners.
-- Under the terms of the Acquisition, each Sanderson Shareholder will be entitled to receive:
in respect of each Sanderson Share 140 pence in cash (the "Consideration")
-- The Consideration represents:
o a premium of 9.8 per cent. to the Closing Price of 127.5 pence
per Sanderson Share on 31 July 2019 (being the last Business Day
prior to the date of this Announcement);
o a premium of 14.8 per cent. to the average Closing Price of
121.9 pence per Sanderson Share for the three month period ending
on 31 July 2019 (being the last Business Day prior to the date of
this Announcement);
o a premium of 42.1 per cent. to the average Closing Price of
98.6 pence per Sanderson Share for the twelve-month period ending
on 31 July 2019 (being the last Business Day prior to the date of
this Announcement); and
o a value of GBP90.1 million for Sanderson's issued and to be
issued share capital.
-- It is intended that the Acquisition will be effected by means
of a Court-sanctioned scheme of arrangement of Sanderson pursuant
to Part 26 of the Companies Act 2006, further details of which are
contained in the full text of this Announcement and which will be
set out in the Scheme Document to be dispatched to Sanderson
Shareholders in due course. However, Aptean Bidco reserves the
right to implement the Acquisition by way of a Takeover Offer (with
the consent of the Panel).
-- The Sanderson Directors, who have been so advised by N+1
Singer as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable. In providing
their financial advice to the Sanderson Directors, N+1 Singer has
taken into account the commercial assessments of the Sanderson
Directors.
-- Accordingly, the Sanderson Directors intend to recommend
unanimously that Sanderson Shareholders vote in favour of the
Scheme at the Court Meeting and the Sanderson Resolutions at the
Sanderson General Meeting, as the Sanderson Directors have
irrevocably undertaken to do in respect of their own beneficial
holdings (and have undertaken to use reasonable endeavours to
procure in respect of the beneficial holdings of their close
relatives) being 8,843,750 Sanderson Shares and 2,691,750 Sanderson
Shares under option, in total representing approximately 17.9 per
cent. of the issued and to be issued share capital of Sanderson as
at the Latest Practicable Date.
-- Aptean Bidco has also received irrevocable undertakings from
each of David Renshaw and Ross Telford, two senior Sanderson
managers, to vote in favour of the Scheme at the Court Meeting and
the Sanderson Resolutions to be proposed at the Sanderson General
Meeting in respect of their own beneficial holdings (and to use
reasonable endeavours to procure the same in respect of the
beneficial holdings of close relatives) being 2,810,112 Sanderson
Shares in aggregate, representing approximately 4.4 per cent. of
the issued and to be issued share capital of Sanderson as at the
Latest Practicable Date.
-- In addition, Aptean Bidco has received support for the
Acquisition from Sanderson Shareholders (including Gresham House
Asset Management Ltd., Downing LLP and Unicorn Asset Management
Ltd.) holding 17.0 per cent. of the issued and to be issued share
capital of Sanderson (as at the Latest Practicable Date). Such
Shareholders have irrevocably undertaken to vote in favour of the
Scheme at the Court Meeting and the Sanderson Resolutions to be
proposed at the Sanderson General Meeting.
-- Aptean Bidco has therefore received irrevocable undertakings
to vote in favour of the Scheme, in respect of a total of
25,268,445 of Sanderson Shares and Sanderson Shares under option
representing, in aggregate, approximately 39.3 per cent. of the
issued and to be issued share capital of Sanderson as at the Latest
Practicable Date.
Further details of these irrevocable undertakings are set out in
paragraph 17 of, and Appendix III to, this Announcement.
-- The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix I to this Announcement.
-- The Scheme Document will include further details of the
Scheme, together with notices of the Court Meeting and the
Sanderson General Meeting and the expected timetable, and will
specify the action to be taken by Sanderson Shareholders. The
Scheme Document will be sent to Sanderson Shareholders as soon as
reasonably practicable, and in any event (save with the consent of
the Panel), within 28 days of the date of this Announcement. The
Scheme is expected to become Effective in the third quarter of
2019, subject to the satisfaction or (where applicable) waiver of
the Conditions.
-- The Scheme will be governed by English law and will be
subject to the jurisdiction of the courts of England. The Scheme
will be subject to the applicable requirements of the Code, the
Panel, the rules of the London Stock Exchange and the AIM
Rules.
Commenting on the Acquisition, Christopher Winn, Chairman of
Sanderson, said:
"The Board of Sanderson is unanimously recommending this offer
to shareholders, viewing it as an endorsement of the Board's
strategy and achievement of its execution to date. Considerable
shareholder value has been delivered by a progressive dividend
policy over the years and this offer now enables shareholders to
realise the rewards for their patience, support and investment over
the past few years."
Commenting on the Acquisition, TVN Reddy, Chief Executive
Officer of Aptean, said:
"The acquisition of Sanderson is a significant development for
our business, it provides us with a critical entry-point into the
UK market, building upon our leading position in the US market and
granting an opportunity to accelerate our strategy of becoming the
leading global provider of mission critical ERP and supply chain
management software to the manufacturing, distribution, and other
focused industries. We are excited to work with the management team
and employees of Sanderson to build upon their strong position in
the UK market, leveraging Aptean's complementary experience,
capabilities, network and resources."
Commenting on the Acquisition, Hythem El-Nazer, Managing
Director at TA Associates, said:
"When we made our investment in Aptean earlier this year, a key
tenet of our investment thesis was to leverage TA Associates'
global footprint to expand Aptean's reach in the UK and more
broadly in Europe. We are excited about the acquisition of
Sanderson and believe that the combination is compelling, providing
a solid foundation upon which we can build a meaningful and
exciting European footprint."
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement (including its
appendices).
The Acquisition will be subject to the Conditions and further
terms set out in Appendix I to this Announcement and to the full
terms and conditions which will be set out in the Scheme Document.
Appendix II to this Announcement contains the sources of
information and bases of calculations of certain information
contained in this Announcement. Appendix Ill to this Announcement
contains details of the irrevocable undertakings received in
relation to the Acquisition. Appendix IV to this Announcement
contains definitions of certain expressions used in this summary
and in this Announcement.
Market Soundings
Market soundings, as defined in the Market Abuse Regulation,
were taken in respect of the Transaction with the result that
certain persons became aware of inside information, as permitted by
the Market Abuse Regulation. That inside information is set out in
this announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of
inside information relating to Sanderson and its securities.
Enquiries:
Aptean Bidco / Aptean (via Raymond James)
TVN Reddy, Chief Executive Officer
Brad Debold, Senior Vice President of Corporate Development
Raymond James (Financial Adviser to Aptean Bidco and Aptean) +44 (0) 203 798 5700
Dominic Emery / Zishaan Arshad
Joe Donnelly / George Watson
Sanderson Group Plc +44 (0) 247 628 4325
Christopher Winn, Chairman
N+1 Singer (Financial Adviser, Nominated Adviser and Corporate
Broker to Sanderson)
Mark Taylor +44 (0) 207 496 3069
James White
Iqra Amin
Orrick, Herrington & Sutcliffe (UK) LLP is retained as legal
adviser to Aptean Bidco and Aptean.
Schofield Sweeney LLP is retained as legal adviser to
Sanderson.
Important Notices about Financial Advisers
Raymond James Financial International Limited ("Raymond James"),
which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively as financial adviser to Aptean and Aptean
Bidco and no one else in connection with the Acquisition and the
subject matter of this Document, and shall not be responsible to
anyone other than Aptean or Aptean Bidco for providing the
protections afforded to clients of Raymond James, or for providing
advice in connection with the Acquisition and the subject matter of
this Document. Neither Raymond James 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 Raymond James in connection with this Document, any
statement contained herein or otherwise.
Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised
and regulated by the FCA in the United Kingdom, is acting as
financial adviser exclusively for Sanderson and no one else in
connection with the Acquisition and the matters set out in this
Document, and will not be responsible to any person other than
Sanderson for providing the protections afforded to clients of N+1
Singer, nor for providing advice in relation to the Acquisition or
any matter referred to herein. Neither N+1 Singer 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 N+1 Singer in connection with this
Document, any statement contained herein or otherwise.
Further Information
This Announcement is provided for information purposes only. It
is not intended to and does not constitute, or form part of, an
offer, invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, exchange, 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 will there be any sale, issuance, exchange or
transfer of securities of Sanderson pursuant to the Acquisition or
otherwise in any jurisdiction in contravention of applicable
law.
The Acquisition will be subject to English law and to the
applicable requirements of the Code, the Panel, the rules of the
London Stock Exchange and the AIM Rules.
The Acquisition will be implemented solely pursuant to the terms
of the Scheme Document (or, in the event that the Acquisition is to
be implemented by means 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 decision in respect of the Scheme or other
response in relation to the Acquisition by Sanderson Shareholders
should be made only on the basis of the information contained in
the Scheme Document. Sanderson Shareholders are advised to read the
Scheme Document (including the related Forms of Proxy) carefully
once these become available because they will contain important
information in relation to the Acquisition.
Aptean Bidco reserves the right to elect (with the consent of
the Panel) to implement the Acquisition by way of a Takeover Offer
as an alternative to the Scheme. In such event, the Takeover Offer
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 structure by which the Acquisition is to be implemented and
compliance with all applicable laws, including US securities
laws.
Restricted Jurisdictions
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 into whose possession
this Announcement comes who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Sanderson Shares with respect to the Scheme at the Court
Meeting, to execute and deliver forms of proxy appointing another
to vote at the Court Meeting on their behalf may be affected by the
laws of the relevant jurisdiction in which they are located. Any
failure to comply with such requirements or restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and other persons involved in the Acquisition
disclaim any responsibility or liability for any violation of such
restrictions by any person.
This Announcement has been prepared for the purpose of complying
with English law, the Code, the Market Abuse Regulation and the AIM
Rules 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 and regulations of
jurisdictions outside England.
Unless otherwise determined by Aptean 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. No person may vote in favour of the
Acquisition by any use, means, instrumentality or form, and the
Acquisition will not be capable of acceptance, from or within a
Restricted Jurisdiction, if to do so would constitute a violation
of the laws of that jurisdiction. Accordingly, copies of this
Announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed, transmitted or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction, where to do so would
violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from Restricted
Jurisdictions, where to do so would violate the laws in that
jurisdiction. 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.
Further details in relation to Sanderson Shareholders who are
resident in, ordinarily resident in, or citizens of, jurisdictions
outside the United Kingdom will be contained in the Scheme
Document.
Additional information for US investors
The Acquisition relates to the shares of a UK company and is
being made by means of a scheme of arrangement provided for under
the Companies Act. 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. The Acquisition and
the Scheme is subject to the disclosure requirements and practices
applicable to UK schemes of arrangement, which differ from the
disclosure requirements of US Exchange Act tender offer and proxy
solicitation rules and the US Securities Act. If, in the future,
Aptean Bidco exercises the right 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 US federal laws and regulations, including any
applicable exemptions under the US Exchange Act.
Financial information included in this Announcement and the
Scheme Document has been or will have been prepared in accordance
with accounting standards applicable in the UK that may not be
comparable to the accounting standards applicable to the financial
statements of US companies preparing financial statements in
accordance with US GAAP.
The receipt of cash consideration by a US holder for the
transfer of its Sanderson Shares pursuant to the Scheme will likely
be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as
well as foreign and other tax laws. Each such Sanderson Shareholder
is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him, including under applicable United States state
and local, as well as foreign and other tax laws.
No registration statement will be filed with the SEC or any US
state securities commission in connection with the Acquisition.
Neither the SEC nor any US state securities commission has
recommended, or approved or disapproved of, the Acquisition, or
passed upon the adequacy or accuracy of this document. Any
representation to the contrary is a criminal offence in the U.S. It
may be difficult or impossible for a US holder of Sanderson Shares
to enforce their rights and claims, if any, arising out of the US
federal securities laws, since Aptean Bidco and Sanderson and some
or all their officers and directors may be located in countries
outside of the United States and a US holder of Sanderson 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. Furthermore, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's
judgement.
Cautionary Note Regarding Forward-Looking Statements
This Announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Sanderson and certain plans and objectives of Aptean
Bidco and Aptean with respect thereto. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", "shall", or other words of similar meaning (or
the negative thereof). These statements are based on assumptions
and assessments made by Sanderson, and/or Aptean Bidco, and/or
Aptean, as relevant, in light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. 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 and the factors described in the context of
such forward-looking statements in this Announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. Neither
Aptean Bidco nor Sanderson assumes or undertakes any obligation to
update, revise or correct any of the information contained in this
Announcement including without limitation any forward-looking
statements (whether as a result of new information, future events
or otherwise), except as required by applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in demand for Sanderson's
products; industry competition; changes in trading conditions;
currency fluctuations and changes in general economic, business and
political conditions. All forward-looking statements attributable
to Aptean Bidco or Sanderson or the Enlarged Aptean Group or any
person acting on either company's behalf are expressly qualified in
their entirety by this cautionary statement. Readers are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. Actual results may differ
naturally from those stated, implied or inferred from the
forward-looking statements in this Announcement.
No Profit Forecast, Estimate or Qualified Benefit Statements
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this Announcement should be interpreted
to mean that earnings or earnings per share for Sanderson Shares
for the current or future financial year would necessarily match or
exceed the historical published earnings or earnings per share for
Sanderson.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
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 10(th) Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3:30 pm (London time) on the 10(th) 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 1 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) of the Code 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 Disclosure 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 of the Code).
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 consult 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.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by Sanderson Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Sanderson may be provided to
Aptean Bidco during the Offer Period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Publication on Website and Availability of Hard Copies
A copy of this Announcement will be available on Sanderson's
website at https://www.sanderson.com by no later than 12.00 p.m. on
the Business Day following the date of publication of this
Announcement (subject to any applicable restrictions relating to
persons resident in Restricted Jurisdictions) and Aptean Bidco's
website at http://www.aptean.com by no later than 12 noon (London
time) on the Business Day following this Announcement. For the
avoidance of doubt, neither the content of any website referred to
in this Announcement nor the content of any website accessible from
hyperlinks is incorporated into or forms part of this
Announcement.
If you have received this Announcement electronically, you may
request a hard copy of this Announcement, free of charge, by
calling Neville Registrars on +44 (0) 121 585 1131. Lines are open
between 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding English
and Welsh public holidays). Alternatively, you can write to Neville
Registrars at Neville House, Steelpark Road, Halesowen, B62 8HD
stating your name, and the address to which the hard copy should be
sent. You may also request that all future documents, announcements
and information be sent to you in relation to the Acquisition
should be in hard copy form.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom,
or, if not, from another appropriately authorised independent
financial adviser.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Takeover Code, Sanderson
confirms that, as at the date of this Announcement, it has in issue
and admitted to trading on AIM 60,472,484 Sanderson Shares.
Sanderson does not hold any shares in treasury. The International
Securities Identification Number (ISIN) of the Sanderson Shares is
GB00B04X1Q77.
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 OF
THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
1 August 2019
RECOMMED CASH OFFER
for
SANDERSON GROUP PLC
by
APTEAN LIMITED
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of directors of Aptean Bidco and Sanderson are
pleased to announce that they have reached agreement on the terms
of a recommended offer pursuant to which Aptean Bidco will acquire
the entire issued and to be issued ordinary share capital of
Sanderson. It is intended that the Acquisition will be effected by
means of a scheme of arrangement of Sanderson to be made pursuant
to Part 26 of the Companies Act 2006 (the "Scheme").
Aptean Bidco is an English incorporated company within the
corporate group of (and under common control with) Aptean and
ultimately controlled by funds managed and advised by TA Associates
and Vista.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the
Conditions and further terms set out below and in Appendix I and
the full terms and conditions to be set out in the Scheme Document,
each Sanderson Shareholder will be entitled to receive:
in respect of each Sanderson Share 140 pence in cash (the "Consideration")
If any dividend and/or other form of capital return or
distribution is announced, declared, made or paid by Sanderson in
respect of Sanderson Shares on or after the date of this
Announcement and prior to the Effective Date, the Consideration
payable in respect of each Sanderson Share under the Acquisition
will be reduced by the amount of all or part of any such dividend
and/or other form of capital return or distribution (and Sanderson
Shareholders shall be entitled to receive and retain that dividend
or other distributions).
The Consideration represents:
-- a premium of 9.8 per cent. to the Closing Price of 127.5
pence per Sanderson Share on 31 July 2019 (being the last Business
Day prior to the date of this Announcement);
-- a premium of 14.8 per cent. to the average Closing Price of
121.9 pence per Sanderson Share for the three month period ending
on 31 July 2019 (being the last Business Day prior to the date of
this Announcement);
-- a premium of 42.1 per cent. to the average Closing Price of
98.6 pence per Sanderson Share for the twelve-month period ending
on 31 July 2019 (being the last Business Day prior to the date of
this Announcement); and
-- a value of GBP90.1 million for Sanderson's issued and to be issued share capital.
3. Background to and reasons for the Acquisition
Aptean Bidco believes the Acquisition represents an attractive
opportunity to invest in a well-established business with expertise
in Enterprise Resource Planning ("ERP"), supply chain and
multi-channel retail software. Sanderson is very well-positioned as
a vertically-focused vendor to the UK's manufacturing market, as
evidenced by the high customer satisfaction and retention rates
seen across its customer base. Aptean Bidco believes that there is
considerable strategic overlap between the respective businesses of
Aptean and Sanderson and clear opportunities to further develop the
combined business across the UK and Europe. However, Aptean Bidco
also believes that in order to maximise its future potential,
Sanderson would be better suited to a private company environment,
where initiatives to improve the performance of the business can be
implemented effectively, with appropriate support, capital and
assistance from Aptean, free from the requirement to meet the
public equity market's shorter-term reporting requirements and
expectations, and the costs, constraints and distractions
associated with being a listed company.
Aptean Bidco believes that Sanderson, with investment from
Aptean and access to the Aptean Group's array of services and
expertise, has the right platform to take advantage of shifts in
its industry which will require providers to develop fully
cloud-based offerings, best-in-class product user interfaces ("UI")
and digital transformation capabilities. Furthermore, with
investment, the Acquisition represents an opportunity to achieve
greater client penetration in the end markets that Sanderson
currently serves. Further development of the cloud capabilities and
UI of Sanderson's products, coupled with greater scale, will allow
Sanderson to compete even more effectively with its current
competitors and provide the best offering to its customers.
Finally, the Acquisition also brings Aptean greater scale in the
European market, and Aptean Bidco believes that Sanderson presents
a platform from which to grow Aptean's geographic reach, with the
European market being a key strategic focus of both organic and
acquisitive growth for Aptean.
4. Financing of the Acquisition
Aptean Bidco intends to finance the Consideration payable to
Sanderson Shareholders pursuant to the terms of the Acquisition
with third party debt incurred by Aptean and on-lent to Aptean
Bidco through intercompany loan arrangements. Such third-party debt
is to be provided under incremental term facilities to existing
credit facilities and arranged by Golub Capital Markets LLC.
Raymond James, in its capacity as lead financial adviser to
Aptean Bidco, is satisfied that sufficient cash resources will be
available to Aptean Bidco to enable it to satisfy in full the
Consideration payable to Sanderson Shareholders under the terms of
the Acquisition.
Further information on the financing of the Acquisition will be
set out in the Scheme Document.
5. Recommendations
The Sanderson Directors, who are being advised by N+1 Singer as
to the financial terms of the Acquisition for the purposes of Rule
3 of the Code, consider the terms of the Acquisition to be fair and
reasonable. In providing advice to the Sanderson Directors, N+1
Singer has taken into account the commercial assessments of the
Sanderson Directors.
The Sanderson Directors intend to recommend unanimously that
Sanderson Shareholders vote in favour of the Scheme at the Court
Meeting and the Sanderson Resolutions at the Sanderson General
Meeting, as they have irrevocably undertaken to do in respect of
their entire beneficial holdings of Sanderson Shares (and as they
have undertaken to use reasonable endeavours to procure in respect
of the beneficial holdings of their close relatives), amounting in
aggregate to 11,535,500 Sanderson Shares and Sanderson Shares under
option, representing approximately 17.9 per cent. of the issued and
to be issued ordinary share capital of Sanderson as at the Latest
Practicable Date.
6. Background to and reasons for the recommendation
Sanderson was admitted to trading on AIM in December 2004. Over
the last decade, Sanderson has developed a robust track record of
delivering consistent growth, in parallel with strengthening the
balance sheet and ensuring progressive dividend returns to
shareholders. The Board of Sanderson believes that the current
equity valuation of Sanderson reflects the Group's track record
over the last decade and notes that the offer represents a 14-fold
increase, excluding dividend returns, from the share price low of
10 pence per share in 2009.
The Board of Sanderson recognises the scale, global reach and
financial resources which Aptean will provide as a partner to the
businesses within the Sanderson Group. The Sanderson Board believes
that the Acquisition will provide Sanderson with enhanced
operational and financial flexibility enabling it to offer a more
attractive proposition to its existing customers and to enable an
increase in its scale and international presence.
The Sanderson Board notes that Aptean considers that there is an
opportunity to accelerate UK growth and to develop a strategy for
growth in European accounts, with opportunities to further invest
in expanding local sales teams and to leverage existing Sanderson
infrastructure to drive pan-European growth. The Board of Sanderson
also notes the comments that Aptean Bidco attaches importance to
the skills and experience of the Sanderson employees and management
team. Aptean has also stated that the Acquisition will offer
greater opportunities for Sanderson staff as part of the larger
Aptean group, particularly in terms of activities that pertain to
developing and expanding UK and European market positions.
The Sanderson Board has considered the opportunity which the
Acquisition provides for Sanderson Shareholders to realise the
value of their holdings in cash at an attractive premium,
especially in the context of a relative lack of liquidity in
Sanderson Shares in the current market environment.
Following careful consideration of the above factors and the bid
premia outlined in paragraph 2 of this Announcement, the Sanderson
Board believes that the offer price of 140 pence per Sanderson
Share in cash provides attractive value and certainty for Sanderson
Shareholders.
7. Information on Aptean Bidco and Aptean
Information on Aptean Bidco
Aptean Bidco was incorporated on 7 July 1997 in England and is a
sister subsidiary of (and under common control with) Aptean, the
main operating company of the Aptean Group.
Information on Aptean
Aptean is a global provider of mission-critical,
industry-specific software solutions. Aptean's purpose-built ERP
and supply chain management solutions help address the unique
challenges facing process and discrete manufacturers, distributors
and other similarly focused organisations. Aptean's compliance
solutions are built for companies serving specific markets such as
finance, healthcare, biotech and pharmaceuticals.
Aptean serves approximately 2,500 organisations in more than 20
industries across 54 countries. Aptean was formed through the
combination of CDC Software Corporation and Consona Corporation in
2012 and is headquartered in Alpharetta, Georgia with additional
offices across North America, Europe, and Asia Pacific, as well as
an extensive partner channel.
Both Aptean Bidco and Aptean are ultimately controlled by funds
managed and advised by Vista and TA Associates. In 2012 Vista
completed the buyouts of CDC Software Corporation and Consona
Corporation, combining the two businesses to form Aptean.
Subsequently, in April 2019, TA Associates acquired joint ownership
of Aptean.
Since 2012, Aptean has continued to grow (both organically and
as a result of a number of acquisitions). For the last financial
year to 31 December 2018, the Aptean Group had approximately $180
million of consolidated revenues and $65 million in EBITDA.
Information on TA Associates
TA Associates is a US-headquartered investment firm with offices
in Boston, Menlo Park, London, Mumbai and Hong Kong and employs
approximately 170 people globally. TA Associates has raised more
than $32 billion in capital since its founding in 1968 and is
currently committing to new investments at the pace of over $2
billion per year.
TA Associates Management LP ("TA Investment Manager") advises 18
private equity funds (the "TA Funds"). As at end of 2018, the
portfolio companies in which the TA Funds were invested employed in
excess of 80,000 people and generated combined revenues of over $6
billion.
TA Associates is focused on targeted sectors within five
industries - technology, healthcare, financial services, consumer
and business services (including current investments in 42
technology companies). TA Associates invests in profitable, growing
companies with opportunities for sustained growth, and has invested
in more than 500 companies around the world. Investing as either a
majority or minority investor, TA employs a long-term approach,
utilising its strategic resources to help management teams build
lasting value in high quality growth companies.
The TA Investment Manager is a Delaware limited partnership and
acts as the registered investment adviser to each general partner
of the TA Funds, each a Cayman limited partnership, and is
registered with the SEC (registration number: SEC# 801-74026). The
ultimate general partner of each TA Fund is TA Associates, L.P., a
Delaware limited partnership (the "TA GP Entity"). Each of TA
Investment Manager and the TA GP Entity, is ultimately wholly-owned
by employees of TA Associates, comprised of its Managing Directors,
Senior Advisers and Advisers.
Information on Vista
Vista is a US-based investment firm with offices in Austin,
Chicago, New York City, Oakland, and San Francisco and employs
approximately 430 employees, including 110 investment
professionals. Vista has more than $50 billion in cumulative
capital commitments.
Vista Equity Partners Management, LLC, a Delaware limited
company, has advised or currently advises approximately 16 private
equity funds (the "Vista Funds"). As at end of 2018, the portfolio
companies in which the Vista Funds were invested employed in excess
of 70,000 people and generated combined revenues of over $14
billion.
Vista exclusively invests in enterprise software, data, and
technology-enabled organisations led by world-class management
teams. As a value-added investor with a long-term perspective,
Vista contributes professional expertise and multi-level support
towards companies to realise their full experience in structuring
technology-oriented transactions, and proven management techniques
that yield flexibility and opportunity.
8. Information on Sanderson
Sanderson is a specialist provider of digital technology
solutions, innovative software and managed services for the retail,
wholesale, supply chain logistics, food and drink processing and
manufacturing market sectors. Sanderson provides its services
through two divisional businesses: the Enterprise Division and the
Digital Retail Division.
The Board of Sanderson believes that the name and brand of
Sanderson are widely recognised in the UK as a credible and
specialist provider of quality software and IT services.
Sanderson was founded in 1983 and floated on the Unlisted
Securities Market of the London Stock Exchange as Sanderson
Electronics Plc in 1988 and thereafter achieved a full listing in
1990. In 1999, the 'take private' of Sanderson Group Plc was led by
Christopher Winn and six senior managers, backed by the Alchemy
Plan, which enabled the founding directors to exit. On 13 December
2004, Sanderson Group Plc was admitted to the London Stock
Exchange's AIM.
Sanderson has grown organically and through strategic
acquisitions. Recent acquisitions include the acquisition of Gould
Hall, a specialist provider of logistics solutions, for a maximum
consideration of GBP4.0 million payable in cash and Sanderson
Shares in May 2019 and the acquisition of Anisa Consolidated
Holdings Limited, an integrated supply chain and enterprise
resource planning solutions provider for an enterprise value of
GBP12.0 million in November 2017.
Sanderson, for the majority of its business, develops and owns
the intellectual property rights to its 'package' software.
Sanderson provides this software to the majority of customers on
the basis of an annual 'right to use' licence or 'term' licence.
The Sanderson Group's expert staff develop, implement, support and
provide consultancy services to customers ensuring that the full
benefits of the installed systems are realised. Long-term customer
relationships are nurtured and developed over the long term, which
supports annual customer retention rates of over 97 per cent.
The Enterprise Division, representing 72 per cent. of revenue
and 67 per cent. of profit from operating activities in the year
ended 30 September 2018, comprises three market-focused businesses
which operate in the manufacturing, wholesale distribution and
supply chain logistics sectors. Productivity gains, improved
efficiency and cost savings are key drivers influencing customers'
investment decisions. The Enterprise Division offers
industry-specific software to meet customer needs and to drive
business growth in these sectors.
The Digital Retail Division provides comprehensive and
innovative solutions to businesses operating in ecommerce, mobile
commerce and retail. It represented 28 per cent. of revenue and 33
per cent. of profit from operating activities in the year ended 30
September 2018. Sanderson partners with retailers in digital
transformation programmes to deliver 'digital theatre' and seamless
shopping experiences. Market demand in this area is strong and
solutions include in-store technology, back-office systems for
processing sales and fulfilling orders and mobile and ecommerce
applications which enable customers to engage with consumers and
thereby to maximise sales.
Whilst investment continues across all of the Sanderson Group's
businesses, particular emphasis has been placed on enhancing mobile
and ecommerce solutions which are designed to capitalise on the
drive for digital transformation in retail, wholesale and supply
chain logistics. Sanderson also continues to strengthen its
proposition in the food and drink processing sector of
manufacturing, where the Sanderson Group has achieved considerable
success and built a strong reputation with a growing market
presence. Mobile applications and business intelligence solutions
continue to be developed to address all of the Sanderson Group's
markets. In addition, there are exciting new opportunities to
expand subscription, cloud and managed services revenues and hosted
managed solutions which are now available to all Sanderson
customers from the Sanderson Group's own data centre.
In its latest full financial year to 30 September 2018,
Sanderson achieved total consolidated revenues of GBP32.1 million
(2017: GBP21.6 million) and operating profit (stated before the
amortisation of acquisition-related intangibles, share-based
payment charges and one off non-recurring items) of GBP5.2 million
(2017: GBP3.9 million). As at 30 September 2018, Sanderson had
total assets of GBP61.4 million (2016: GBP44.1 million), net assets
of GBP34.4 million (2017: GBP27.9 million) and net cash of GBP3.0
million.
Sanderson announced its interim results for the six-month period
ended 31 March 2019 on 15 May 2019. Further strong progress was
reported with trading results, stated under the new IFRS 15
accounting standard, ahead of management`s expectations. There were
strong performances from both the Enterprise Division and the
Digital Retail Division within Sanderson. Revenue grew by 18 per
cent. to GBP17.2 million (2018: GBP14.6 million) and operating
profit (stated before the amortisation of acquisition-related
intangibles, share-based payment charges and one off non-recurring
items) increased by 34 per cent. to GBP2.8 million (2018: GBP2.1
million).
Trading since 31 March 2019 has continued to be in line with the
Sanderson Board's expectations and the high level of pre-contracted
recurring income and strong order book have been augmented by a
number of new customers gained across the Sanderson businesses.
Sanderson continues to have a continuing level of good business
momentum, with strong sales prospects across both divisions within
the Sanderson Group.
9. Intentions with regards to the business, employees and the Sanderson Pension Schemes
Business of the Sanderson Group
Prior to the date of this Announcement, Aptean Bidco has been
granted access to Sanderson's senior management team for the
purpose of undertaking confirmatory due diligence. As a result of
that diligence process, Aptean Bidco has been able to develop a
preliminary strategy that it anticipates delivering for the
Sanderson business. Upon the Acquisition becoming Effective, Aptean
Bidco will benefit from having greater access to the business,
employees and customers of Sanderson and will be able to formulate
more detailed long-term strategic and operational plans for both
the Sanderson Group and the Aptean Group (with effect from the
Effective Date, together the "Enlarged Aptean Group").
It is anticipated that more detailed long-term strategic and
operational planning will take place in the six months following
the Effective Date and will include plans to grow Sanderson,
further invest in Sanderson's product offering and to align
employees and management with such initiatives.
From the due diligence that Aptean Bidco has been able to
conduct to date, Aptean Bidco believes that Sanderson is a
well-positioned business that will make an excellent partner for
Aptean as it advances its European growth strategy organically and
through acquisition. Aptean Bidco also recognises that Sanderson's
two divisions, the Enterprise Division and the Digital Retail
Division, are complementary, if not directly adjacent, and
therefore this next stage of planning may result in the development
of separate, focused strategies for each division.
Enterprise Division
Sanderson's Enterprise Division has direct complementarity with
the majority of Aptean's existing operations. The integration of
this division into the Aptean Group is therefore a high priority
initiative, with a focus on the following areas:
-- there is the potential to invest in Sanderson's Enterprise
product offering, focusing in particular on the UI and cloud
deployment of the products, utilising Aptean's disciplined,
customer-centric approach to product management. Aptean Bidco
intends to continue to support and service all existing Sanderson
software and has no current intentions to migrate Sanderson's
customers to new product platforms;
-- Sanderson's Enterprise Division's organisational structure
already fits within Aptean's structure, which focuses on four
manufacturing segments. Therefore, where Sanderson and Aptean have
complementary industry domain knowledge, Aptean Bidco intends to
share this actively across the Enlarged Aptean Group in order to
benefit from its increased scale and international reach;
-- Sanderson's Enterprise Division's sales function has no
significant geographical overlap with Aptean and it is not
anticipated that a review of this function will create any
duplication that would result in surplus staff;
-- there is an opportunity to accelerate the growth of key UK
accounts and develop a growth strategy for key European accounts.
In addition, there is scope to invest more significantly in
expanding local sales teams, taking advantage of Sanderson's
existing infrastructure to drive pan-European growth; and
-- Aptean Bidco intends to integrate the Enlarged Aptean Group's
procurement capabilities to provide greater purchasing power to the
Sanderson Group.
Digital Retail Division
Sanderson's Digital Retail Division has an adjacent overlap with
Aptean's existing operations, however Aptean does not currently
provide multi-channel retail software as part of its product
portfolio. Aptean Bidco therefore believes that the Digital Retail
Division will require its own focused strategy as part of the
Enlarged Aptean Group. This will be further explored as part of the
post-Effective Date review, which will include:
-- reviewing the strategy of the Digital Retail Division,
including its products, customers served, pricing and cost
structures;
-- in-depth review of the competitive market standing of the Digital Retail Division;
-- identifying opportunities for additional investment in the
products provided by the Digital Retail Division, with the
objective being to drive profitable growth within the Digital
Retail Division; and
-- broader strategic options for the Digital Retail Division,
following the review of the points listed above.
It is anticipated that the Enlarged Aptean Group will continue
to use Sanderson's brand name and associated brands for at least
twelve months after the Effective Date, whilst Aptean assesses the
value of Sanderson's brands and decides on whether it will
discontinue or continue their use in part or all of the Sanderson
business.
Aptean Bidco and the Aptean Group intend to invest both
organically and potentially via acquisitions to expand this market
position. Acquisitions could involve smaller companies that fit
within Sanderson's existing offering or larger companies that sit
adjacent to Sanderson (in terms of geography and/or product
offering). Aptean has a track record of making multiple
acquisitions in each calendar year and at any point in time it is
typically evaluating several potential opportunities across North
America, the UK and Europe, each at varying stages of
engagement.
Once Sanderson ceases to be a listed company, Aptean Bidco will
also perform a full review of Sanderson's corporate (including
PLC-related functions), technical and support functions. The review
and integration process may identify opportunities to leverage
skills and talents across the Enlarged Aptean Group and may also
lead to the identification of surplus headcount where there is
unnecessary duplication or where operational efficiencies can be
achieved.
Aptean Bidco intends to maintain Sanderson's existing corporate
headquarters in Coventry. In conjunction with the aforementioned
review of functions, Aptean Bidco will also perform a full review
of Sanderson's eight other locations and this may lead to the
identification of requirements for: new locations; locations for
future growth and investment; and/or locations where there is
unnecessary duplication or where operational efficiencies can be
achieved. Aptean Bidco has no intentions to redeploy the fixed
assets of Sanderson.
The Non-Executive Directors and Christopher Winn intend to
resign as directors of Sanderson with effect from completion of the
Acquisition. In order to assist with the integration of Sanderson
into the Wider Aptean Group, Christopher Winn, John Paterson and
David Gutteridge may provide consultancy services to the Enlarged
Aptean Group up to 31 December 2019, if requested to do so by the
directors of Aptean Bidco.
Research and Development
Aptean's track record, and preference following its
acquisitions, is to maintain the existing product offerings of its
acquired companies and to increase development on those products,
bringing to the acquired company its own technical expertise and
disciplined, customer-centric approach.
Aptean Bidco intends to take the same approach with Sanderson
following the Acquisition. As part of this approach, Aptean Bidco
will perform a full review of Sanderson's product development
roadmap and existing research and development functions.
This may lead to the identification of areas where spend can be
increased in order to develop new functionality or accelerate the
existing roadmap and/or it may lead to the identification of
certain areas of surplus research and development headcount where
operational efficiencies can be achieved across the Enlarged Aptean
Group's existing research and development functions, which include
offshore development capabilities.
Employees
Aptean Bidco attaches great importance to the skills and
experience of Sanderson's employees, including its management team.
Aptean Bidco believes that the Acquisition will generally result in
greater opportunities for Sanderson's staff as part of the Enlarged
Aptean Group, particularly in terms of activities that pertain to
developing and expanding its market position in the UK and across
Europe.
Following the Acquisition becoming Effective, Aptean Bidco
intends to review the management, governance and incentive
structure of Sanderson. Aptean Bidco has confirmed that it will
adopt and move forward with the pay schemes for all employees
currently in place and that annual objectives for bonus eligible
employees will be redefined to align with new annual and
longer-term strategies.
Aptean Bidco has not entered into, has not had discussions on
proposals to enter into, and will not do so prior to the
Acquisition becoming Effective, any form of incentivisation
arrangements with members of Sanderson's management, other than to
confirm the above statement and to indicate that it may put in
place incentive arrangements for certain members of the Sanderson
management team following completion of the Acquisition to achieve
short-term and long-term objectives, commensurate with the
position, relative contribution of the individual to the overall
company, compensation history and private company norms.
As set out above, and following the full review of Sanderson's
support, technical, corporate and research and development
functions, Aptean Bidco would intend to reduce Sanderson's
headcount where any duplications are identified. It is considered
likely that a number of corporate and support functions, including
certain functions related to Sanderson's status as a publicly
listed company, may require reduced headcount.
Aptean Bidco does not expect or intend this further review to
have a material impact on the balance of skills and functions at
Sanderson.
Pensions
Aptean Bidco recognises the importance of the Sanderson Group's
pension obligations and of ensuring that its pension schemes are
appropriately funded in accordance with statutory requirements.
The Sanderson Group Retirement Benefit Scheme is a defined
benefit occupational pension scheme (the "DB Scheme"). The DB
Scheme has two legally separate segregated sections. The Sanderson
Group sponsors the legally segregated section of the DB Scheme
known as the "Sanderson Section" (the "Sanderson DB Section").
The Sanderson DB Section is closed to the admission of new
members and to the further accrual of benefits by existing
members.
Subject to any specific agreements that may be reached with the
trustee of the DB Scheme, Aptean Bidco plans to maintain
contributions payable to the Sanderson DB Section under the
existing schedule of contributions entered into pursuant to Part 3
of the Pensions Act 2004.
Prior to the date of this Announcement Aptean Bidco has held
constructive discussions with the Trustee in relation to the impact
of the Acquisition on the Sanderson DB Section. Over the coming
days, Aptean Bidco intends to engage further with the Trustee as
soon as appropriate.
The Sanderson Group also operates defined contribution pension
arrangements in respect of its employees in the United Kingdom.
Save as may be required under legislation, Aptean Bidco does not
currently plan to make any changes to the terms of such defined
contribution pension arrangements.
Trading facilities
The Sanderson Shares are currently admitted on AIM. As set out
in paragraph 15 of this Announcement, a request will be made to the
London Stock Exchange to cancel the admission to trading of the
Sanderson Shares on AIM, to take effect from on or shortly after
the Effective Date.
Impact of the Acquisition on Aptean
Other than as described above, the Acquisition will not have any
impact on the Aptean Group's business, its employees or
management.
10. Acquisition-related Arrangements
Confidentiality Agreement
TA Investment Manager and Sanderson entered into a
confidentiality agreement dated 29 March 2019 (the "Confidentiality
Agreement") pursuant to which each party agrees, among other
things, to keep confidential information each other's confidential
information and not to disclose such confidential information to
third parties (other than with the written consent of the other
party to named partners, advisers, potential financing sources and
their respective representatives) unless, among other
circumstances, required by law or regulation or at the request of
applicable regulatory, governmental or supervisory
organisations.
A summary of the Confidentiality Agreement will be set out in
the Scheme Document.
11. Conditions to the Acquisition
The Acquisition is subject to the Conditions and further terms
set out in Appendix I to this Announcement and to be set out in the
Scheme Document including, among other things:
(a) the Court Meeting and the Sanderson General Meeting being
held no later than the 22(nd) day after the expected date of such
meetings to be set out in the Scheme Document (or such later date
as may be agreed by Aptean and Sanderson and the Court may
allow);
(b) the approval of the Scheme at the Court Meeting and approval
of the Sanderson Resolutions at the Sanderson General Meeting by
the requisite majorities of Sanderson Shareholders;
(c) the Scheme being sanctioned by the Court on or before the
22(nd) day after the expected date of the Court Hearing to be set
out in the Scheme Document in due course (or such later date as may
be agreed by Aptean Bidco and Sanderson and the Court may allow);
and
(d) the Scheme becoming Effective by the Long Stop Date.
12. The Scheme
The Acquisition is to be implemented by means of a
Court-sanctioned scheme of arrangement between Sanderson and the
Scheme Shareholders, under Part 26 of the Companies Act. The
procedure requires approval by Sanderson Shareholders at the Court
Meeting and at the Sanderson General Meeting, and sanction of the
Scheme by the Court. The Scheme will be set out in full in the
Scheme Document.
The purpose of the Scheme is to provide for Aptean Bidco to
become the holder of the entire issued and to be issued share
capital of Sanderson. This is to be achieved by the transfer of the
Scheme Shares to Aptean Bidco, in consideration for which the
Scheme Shareholders will receive the Consideration.
To become Effective, the Scheme requires, among other things,
the approval of a majority in number of the Scheme Shareholders (or
the relevant class or classes thereof, if applicable) who are on
the register of members of Sanderson at the Scheme Voting Record
Time present and voting in person or by proxy at the Court Meeting,
representing not less than 75 per cent. in value of the votes
attached to the Scheme Shares cast by those Scheme Shareholders (or
the relevant class or classes thereof, if applicable). The Scheme
also requires the passing at the Sanderson General Meeting of the
Sanderson Resolutions. The Sanderson General Meeting is expected to
be held immediately after the Court Meeting. Following the
Sanderson Meetings, the Scheme must be sanctioned by the Court.
Finally, a copy of the Court Order must be delivered to the
Registrar of Companies for registration, upon which the Scheme will
become Effective.
The Scheme is also subject to the Conditions and further terms
set out in Appendix I to this Announcement and to the full terms
and conditions that will be set out in the Scheme Document.
The Scheme Document will include full details of the Scheme,
together with the notices convening the Court Meeting and the
Sanderson General Meeting. The Scheme Document will also contain
the expected timetable for the Acquisition, and will specify the
necessary actions to be taken by Sanderson Shareholders. Subject to
restrictions in respect of Restricted Jurisdictions, the Scheme
Document will be sent to Sanderson Shareholders and, for
information only, to persons with information rights and holders of
options granted under the Share Option Plans, as soon as reasonably
practicable, and in any event (save with the consent of the Panel),
within 28 days of this Announcement.
The Scheme is expected to become Effective in the third quarter
of 2019, subject to the satisfaction or (where applicable) waiver
of the Conditions. If the Scheme does not become Effective on or
before the Long Stop Date, it will lapse and the Acquisition will
not proceed (unless Sanderson and Aptean Bidco otherwise agree and
the Panel otherwise consents).
Upon the Scheme becoming Effective, (i) it will be binding on
all Sanderson Shareholders, irrespective of whether or not they
attended or voted at the Court Meeting or the Sanderson General
Meeting (and if they attended and voted, whether or not they voted
in favour); and (ii) share certificates in respect of Sanderson
Shares will cease to be valid and entitlements to Sanderson Shares
held in CREST will be cancelled. The Consideration payable under
the Scheme will be dispatched to Scheme Shareholders by or on
behalf of Aptean Bidco no later than 14 days after the Effective
Date.
Upon the Scheme becoming Effective, the Non-Executive Directors
and Christopher Winn will resign as directors of Sanderson.
The Scheme will be governed by English law and will be subject
to the jurisdiction of the Court. The Scheme will be subject to the
applicable requirements of the Code, the Panel, the rules of the
London Stock Exchange and the AIM Rules.
13. Incentivisation arrangements
Aptean Bidco believes that the ongoing participation of senior
management of the Sanderson Group is very important to the future
success of the Sanderson Group. Accordingly, Aptean Bidco intends
to put in place certain incentivisation arrangements for selected
members of senior management of the Sanderson Group with effect
from and/or following completion of the Acquisition. However, no
discussions in relation to such arrangements have yet taken place
and none will take place prior to the Acquisition becoming
Effective.
14. Share Option Plans
Participants in the Share Option Plans will be contacted
separately regarding the effect of the Scheme and the Acquisition
on their rights under the Share Option Plans and appropriate
proposals will be made to such participants in due course.
The Acquisition will apply to any Sanderson Shares which are
unconditionally allotted and issued to satisfy the exercise of
options under the Share Option Plans before the Scheme Record Time.
Any Sanderson Shares allotted and issued to satisfy the exercise of
options under the Share Option Plans after the Scheme Record Time
will, subject to the Scheme becoming Effective and the proposed
amendments to the Articles of Association being approved at the
Sanderson General Meeting, be immediately transferred to Aptean
Bidco in exchange for the same consideration as Sanderson
Shareholders will be entitled to receive under the Scheme.
Further information in respect of the proposed amendments to the
Articles of Association will be contained in the Scheme
Document.
15. Delisting of Sanderson Shares on AIM and Re-Registration
It is intended that, prior to the Scheme becoming Effective,
Sanderson will make an application to the London Stock Exchange for
the cancellation of the admission to trading of the Sanderson
Shares on AIM, to take effect from or shortly after the Effective
Date. The last day of dealings in Sanderson Shares on AIM is
expected to be the Business Day immediately prior to the Effective
Date and no transfer shall be registered after 6.00pm that date.
The Scheme Document will set out details of the expected last day
of dealings in Sanderson Shares on AIM and the latest time for
registration of transfers prior to the Effective Date.
Aptean Bidco also proposes that, after the Sanderson Shares are
delisted, Sanderson will be re-registered as a private company
limited by shares or as soon as practicable thereafter.
16. Sanderson Dividends
If any dividend and/or other form of capital return or
distribution is announced, declared, made or paid by Sanderson in
respect of Sanderson Shares on or after the date of this
Announcement and prior to the Effective Date, the Consideration
payable in respect of each Sanderson Share held under the
Acquisition will be reduced by the gross amount of all or part of
any such dividend and/or other form of capital return or
distribution.
17. Irrevocable undertakings
Aptean Bidco has received irrevocable undertakings of
shareholder support for the Acquisition in aggregate in respect of
25,268,445 Sanderson Shares and Sanderson Shares under option
representing 39.3 per cent. of the issued and to be issued share
capital of Sanderson.
Sanderson Director & Senior Manager Irrevocable
undertakings
Aptean Bidco has received irrevocable undertakings from each of
the Sanderson Directors and each of Dave Renshaw and Ross Telford,
two senior Sanderson managers to vote in favour of the Scheme at
the Court Meeting and the Sanderson Resolutions to be proposed at
the Sanderson General Meeting in respect of their own beneficial
holdings, and have irrevocably undertaken to use reasonable
endeavours to procure the same in respect of the beneficial
holdings of their close relatives, being 14,345,612 Sanderson
Shares and Sanderson Shares under option, in total representing
approximately 22.3 per cent. of the issued and to be issued share
capital of Sanderson.
Each of the Sanderson Directors and each of Dave Renshaw and
Ross Telford has also irrevocably undertaken, subject to the terms
summarised below, not to support or accept an offer with respect to
a competing transaction and that it will not deal in Sanderson
Shares (unless the Panel has otherwise determined that such person
is not acting in concert with Aptean Bidco).
Unicorn Asset Management Irrevocable undertakings
Unicorn Asset Management Ltd ("Unicorn Asset Management"), has
provided Aptean Bidco with an irrevocable undertaking in relation
to 2,407,572 Sanderson Shares (equating to 3.7 per cent. of the
issued and to be issued share capital of Sanderson) (the "Unicorn
Undertaking"). to vote in favour of the Scheme, not to support or
accept an offer with respect to a competing transaction and that it
will not deal in Sanderson Shares.
The Unicorn Undertaking will automatically terminate if a third
party announcement is made of a competing transaction at an offer
value of not less than 155 pence for each Sanderson Share provided
that Aptean Bidco has not announced an improvement to the terms of
the Acquisition within 10 Business Days, such that the terms of the
improved offer are at least as favourable with regard to the value
of the consideration offered pursuant to the terms of the competing
transaction.
Downing Irrevocable undertakings
Downing LLP ("Downing"), has provided Aptean Bidco with an
irrevocable undertaking in relation to 2,758,357 Sanderson Shares
(equating to 4.3 per cent. of the issued and to be issued share
capital of Sanderson (the "Downing Undertaking") to vote in favour
of the Scheme, not to support or accept an offer with respect to a
competing transaction and that it will not deal in Sanderson
Shares.
The Downing Undertaking will automatically terminate if a third
party announcement is made of a competing transaction at an offer
value of not less than 150 pence for each Sanderson Share held,
provided that Aptean Bidco has not announced an improvement to the
terms of the Acquisition within 10 Business Days, such that the
terms of the improved offer are at least as favourable with regard
to the value of the consideration offered pursuant to the terms of
the competing transaction. In addition, the Downing Undertaking may
cease to be effective (wholly or in part) in the event that the
underlying investors, whose funds Downing manage, withdraw their
mandates or adjust their investment instructions. In such
circumstances, the number of Sanderson Shares which are subject to
the Downing Undertaking shall be amended accordingly.
Gresham House Irrevocable undertakings
Gresham House Asset Management Ltd ("Gresham House") has
provided Aptean Bidco with an irrevocable undertaking in relation
to 5,756,904 Sanderson Shares on behalf of certain registered
holders of Sanderson Shares (equating to 8.9 per cent. of the
issued and to be issued share capital of Sanderson) (the "Gresham
House Undertaking") to vote in favour of the Scheme, not to support
or accept an offer with respect to a competing transaction and that
it will not deal in Sanderson Shares.
The Gresham House Undertaking will automatically terminate if a
third party announcement is made of a competing transaction on
terms which entitle each Sanderson Shareholder to receive not less
than 154 pence for each Sanderson Share held.
Further details of the irrevocable undertakings are set out in
Appendix III to this Announcement and copies will be made available
on the Aptean website at https://www.aptean.com.
18. Disclosure of Interests in Sanderson
Neither Aptean Bidco, nor any of the Aptean Bidco Directors,
nor, so far as Aptean is aware, any person acting in concert
(within the meaning of the Code) with it has: (i) any interest in
or right to subscribe for any relevant securities (within the
meaning of the Code) of Sanderson; nor (ii) any short positions in
respect of any relevant securities of Sanderson (whether
conditional or absolute and whether in the money or otherwise),
including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person
to purchase or take delivery; nor (iii) borrowed or lent any
relevant securities of Sanderson (including, for these purposes,
any financial collateral arrangements of the kind referred to in
Note 4 on Rule 4.6 of the Code), nor is any such person party to
any dealing arrangement of the kind referred to in Note 11 of the
definition of "acting in concert" in the Code in relation to
relevant securities of Sanderson.
'Interests in securities' for these purposes arise, in summary,
when a person has long economic exposure, whether absolute or
conditional, to changes in the price of securities (and a person
who only has a short position in securities is not treated as
interested in those securities). In particular, a person will be
treated as having an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to
purchase, option in respect of, or derivative referenced to,
securities.
19. General
Aptean Bidco reserves the right to elect (with the consent of
the Panel) to implement the Acquisition by way of a Takeover Offer
as an alternative to the Scheme. In such event, the Takeover Offer
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 the change in structure by which
the Acquisition is to be implemented (including, an acceptance
condition set at 90 per cent. of the Sanderson Shares to which such
Takeover Offer relates or such lesser percentage as Aptean Bidco
may decide subject to the Panel's consent) and compliance with all
applicable laws, including US securities laws.
The Acquisition will be made on the terms and subject to the
Conditions and further terms set out in Appendix I to this
Announcement. The sources of information and bases of calculations
contained in this Announcement are set out in Appendix II to this
Announcement. A summary of the irrevocable undertakings obtained is
contained in Appendix III to this Announcement. Certain terms used
in this Announcement are defined in Appendix IV to this
Announcement.
Each of Raymond James and N+1 Singer has given and not withdrawn
its consent to the publication of this Announcement with the
inclusion herein of the references to its name in the form and
context in which it appears.
20. Documents available on website
Copies of the following documents will, by no later than 12.00
pm on the Business Day following this Announcement, be made
available on Sanderson's website at https://www.sanderson.com and
on Aptean's website at https://www.aptean.com in each case until
the Effective Date:
-- this Announcement;
-- the irrevocable undertakings referred to in paragraph 17
above and summarised in Appendix III to this Announcement;
-- the Confidentiality Agreement described in paragraph 10 above; and
-- the documents relating to financing of the Acquisition referred to in paragraph 4 above.
Neither the contents of Sanderson's website nor Aptean's
website, nor the contents of any other website accessible from
hyperlinks on such website, are incorporated into or form part of
this Announcement.
Enquiries:
Aptean Bidco / Aptean (via Raymond James)
TVN Reddy, Chief Executive Officer
Brad Debold, SVP of Corporate Development
Raymond James (Financial Adviser to Aptean Bidco and Aptean) +44 (0) 203 798 5700
Dominic Emery / Zishaan Arshad
Joe Donnelly / George Watson
Sanderson Group Plc +44 (0) 247 628 4325
Christopher Winn, Chairman
N+1 Singer (Financial Adviser, Nominated Adviser and Corporate
Broker to Sanderson)
Mark Taylor +44 (0) 207 496 3069
James White
Iqra Amin
Orrick, Herrington & Sutcliffe (UK) LLP is retained as legal
adviser to Aptean Bidco and Aptean.
Schofield Sweeney LLP is retained as legal adviser to
Sanderson.
Important Notices about Financial Advisers
Raymond James Financial International Limited ("Raymond James"),
which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively as financial adviser to Aptean and Aptean
Bidco and no one else in connection with the Acquisition and the
subject matter of this Document, and shall not be responsible to
anyone other than Aptean or Aptean Bidco for providing the
protections afforded to clients of Raymond James, or for providing
advice in connection with the Acquisition and the subject matter of
this Document. Neither Raymond James 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 Raymond James in connection with this Document, any
statement contained herein or otherwise.
Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised
and regulated by the FCA in the United Kingdom, is acting as
financial adviser exclusively for Sanderson and no one else in
connection with the Acquisition and the matters set out in this
Document, and will not be responsible to any person other than
Sanderson for providing the protections afforded to clients of N+1
Singer, nor for providing advice in relation to the Acquisition or
any matter referred to herein. Neither N+1 Singer 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 N+1 Singer in connection with this
Document, any statement contained herein or otherwise.
Further Information
This Announcement is provided for information purposes only. It
is not intended to and does not constitute, or form part of, an
offer, invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, exchange, 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 will there be any sale, issuance, exchange or
transfer of securities of Sanderson pursuant to the Acquisition or
otherwise in any jurisdiction in contravention of applicable
law.
The Acquisition will be subject to English law and to the
applicable requirements of the Code, the Panel, the rules of the
London Stock Exchange and the AIM Rules.
The Acquisition will be implemented solely pursuant to the terms
of the Scheme Document (or, in the event that the Acquisition is to
be implemented by means 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 decision in respect of the Scheme or other
response in relation to the Acquisition by Sanderson Shareholders
should be made only on the basis of the information contained in
the Scheme Document. Sanderson Shareholders are advised to read the
Scheme Document (including the related Forms of Proxy) carefully
once these become available because they will contain important
information in relation to the Acquisition.
Aptean Bidco reserves the right to elect (with the consent of
the Panel) to implement the Acquisition by way of a Takeover Offer
as an alternative to the Scheme. In such event, the Takeover Offer
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 structure by which the Acquisition is to be implemented and
compliance with all applicable laws, including US securities
laws.
Restricted Jurisdictions
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 into whose possession
this Announcement comes who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Sanderson Shares with respect to the Scheme at the Court
Meeting, to execute and deliver forms of proxy appointing another
to vote at the Court Meeting on their behalf may be affected by the
laws of the relevant jurisdiction in which they are located. Any
failure to comply with such requirements or restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and other persons involved in the Acquisition
disclaim any responsibility or liability for any violation of such
restrictions by any person.
This Announcement has been prepared for the purpose of complying
with English law, the Code, the Market Abuse Regulation and the AIM
Rules 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 and regulations of
jurisdictions outside England.
Unless otherwise determined by Aptean 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. No person may vote in favour of the
Acquisition by any use, means, instrumentality or form, and the
Acquisition will not be capable of acceptance, from or within a
Restricted Jurisdiction, if to do so would constitute a violation
of the laws of that jurisdiction. Accordingly, copies of this
Announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed, transmitted or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction, where to do so would
violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from Restricted
Jurisdictions, where to do so would violate the laws in that
jurisdiction. 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.
Further details in relation to Sanderson Shareholders who are
resident in, ordinarily resident in, or citizens of, jurisdictions
outside the United Kingdom will be contained in the Scheme
Document.
Additional information for US investors
The Acquisition relates to the shares of a UK company and is
being made by means of a scheme of arrangement provided for under
the Companies Act. 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. The Acquisition and
the Scheme is subject to the disclosure requirements and practices
applicable to UK schemes of arrangement, which differ from the
disclosure requirements of US Exchange Act tender offer and proxy
solicitation rules and the US Securities Act. If, in the future,
Aptean Bidco exercises the right 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 US federal laws and regulations, including any
applicable exemptions under the US Exchange Act.
Financial information included in this Announcement and the
Scheme Document has been or will have been prepared in accordance
with accounting standards applicable in the UK that may not be
comparable to the accounting standards applicable to the financial
statements of US companies preparing financial statements in
accordance with US GAAP.
The receipt of cash consideration by a US holder for the
transfer of its Sanderson Shares pursuant to the Scheme will likely
be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as
well as foreign and other tax laws. Each such Sanderson Shareholder
is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him, including under applicable United States state
and local, as well as foreign and other tax laws.
No registration statement will be filed with the SEC or any US
state securities commission in connection with the Acquisition.
Neither the SEC nor any US state securities commission has
recommended, or approved or disapproved of, the Acquisition, or
passed upon the adequacy or accuracy of this document. Any
representation to the contrary is a criminal offence in the U.S. It
may be difficult or impossible for a US holder of Sanderson Shares
to enforce their rights and claims, if any, arising out of the US
federal securities laws, since Aptean Bidco and Sanderson and some
or all their officers and directors may be located in countries
outside of the United States and a US holder of Sanderson 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. Furthermore, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's
judgement.
Cautionary Note Regarding Forward-Looking Statements
This Announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Sanderson and certain plans and objectives of Aptean
Bidco and Aptean with respect thereto. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", "shall", or other words of similar meaning (or
the negative thereof). These statements are based on assumptions
and assessments made by Sanderson, and/or Aptean Bidco and/or
Aptean, as relevant, in light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. 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 and the factors described in the context of
such forward-looking statements in this Announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. Neither
Aptean Bidco nor Sanderson assumes or undertakes any obligation to
update, revise or correct any of the information contained in this
Announcement including without limitation any forward-looking
statements (whether as a result of new information, future events
or otherwise), except as required by applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in demand for Sanderson's
products; industry competition; changes in trading conditions;
currency fluctuations and changes in general economic, business and
political conditions. All forward-looking statements attributable
to Aptean Bidco or Sanderson or the Enlarged Aptean Group or any
person acting on either company's behalf are expressly qualified in
their entirety by this cautionary statement. Readers are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. Actual results may differ
naturally from those stated, implied or inferred from the
forward-looking statements in this Announcement.
No Profit Forecast, Estimate or Qualified Benefit Statements
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this Announcement should be interpreted
to mean that earnings or earnings per share for Sanderson Shares
for the current or future financial year would necessarily match or
exceed the historical published earnings or earnings per share for
Sanderson.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
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 10(th) Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3:30 pm (London time) on the 10(th) 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 1 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)of the Code 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 Disclosure 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 of the Code).
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 consult 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.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by Sanderson Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Sanderson may be provided to
Aptean Bidco during the Offer Period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Publication on Website and Availability of Hard Copies
A copy of this Announcement will be available on Sanderson's
website at https://www.sanderson.com by no later than 12.00 p.m. on
the Business Day following the date of publication of this
Announcement (subject to any applicable restrictions relating to
persons resident in Restricted Jurisdictions) and Aptean Bidco's
website at http://www.aptean.com by no later than 12 noon (London
time) on the Business Day following this Announcement. For the
avoidance of doubt, neither the content of any website referred to
in this Announcement nor the content of any website accessible from
hyperlinks is incorporated into or forms part of this
Announcement.
If you have received this Announcement electronically, you may
request a hard copy of this Announcement, free of charge, by
calling Neville Registrars on +44 (0) 121 585 1131. Lines are open
between 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding English
and Welsh public holidays). Alternatively, you can write to Neville
Registrars at Neville House, Steelpark Road, Halesowen, B62 8HD
stating your name, and the address to which the hard copy should be
sent. You may also request that all future documents, announcements
and information be sent to you in relation to the Acquisition
should be in hard copy form.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom,
or, if not, from another appropriately authorised independent
financial adviser.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Takeover Code, Sanderson
confirms that, as at the date of this Announcement, it has in issue
and admitted to trading on AIM 60,472,484 Sanderson Shares.
Sanderson does not hold any shares in treasury. The International
Securities Identification Number (ISIN) of the Sanderson Shares is
GB00B04X1Q77.
APPIX I
CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND TO THE
ACQUISITION
PART A: CONDITIONS TO THE SCHEME AND THE ACQUISITION
Long Stop Date
1. The Acquisition is conditional upon the Scheme becoming
unconditional and Effective, subject to the Code, by not later than
11.59 pm on the Long Stop Date.
Scheme approval
2. The Scheme will be subject to the following conditions:
2.1 its approval by a majority in number of the Scheme
Shareholders (or the relevant class or classes thereof, if
applicable) on the register of members of Sanderson at the Scheme
Voting Record Time, present and voting, whether in person or by
proxy, at the Court Meeting and at any separate class meeting which
may be required by the Court (or at any adjournment of any such
meetings), representing 75 per cent. or more in value of the Scheme
Shares cast by those Scheme Shareholders (or the relevant class or
classes thereof, if applicable), such Court Meeting and any such
separate class meeting to be held on or before the 22(nd) day after
the expected date of the Court Meeting to be set out in the Scheme
Document (or such later date, if any, as may, with the consent of
the Panel, be agreed by Aptean Bidco and Sanderson and the Court
may allow);
2.2 the Sanderson Resolutions being duly passed by the requisite
majority or majorities of Sanderson Shareholders at the Sanderson
General Meeting, or at any adjournment thereof, such Sanderson
General Meeting to be held on or before the 22(nd) day after the
expected date of the Sanderson General Meeting to be set out in the
Scheme Document (or such later date, if any, as may, with the
consent of the Panel, be agreed by Aptean Bidco and Sanderson and
which the Court may allow); and
2.3 the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Sanderson and Aptean Bidco) on or before the 22(nd)
day after the expected date of the Court Hearing to be set out in
the Scheme Document (or such later date, if any, as may, with the
consent of the Panel, be agreed by Aptean Bidco and Sanderson and
the Court may allow) and the delivery of a copy of the Court Order
to the Registrar of Companies for registration.
General Conditions
3. In addition, subject as stated in Part B below and to the
requirements of the Panel, the Acquisition will be conditional upon
the following Conditions and, accordingly, the necessary actions to
make the Scheme Effective will not be taken unless such Conditions
(as amended if appropriate) have been satisfied or, where relevant,
waived:
Notifications, waiting periods and Authorisations
(a) all material notifications, filings or applications which
are necessary having been made in connection with the Acquisition,
the Scheme or the acquisition or proposed acquisition of any shares
or other securities in, or control or management of, Sanderson or
any other member of the Wider Sanderson Group by any member of the
Wider Aptean Group, and all necessary waiting periods and other
time periods (including any extensions thereof) under any
applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all
statutory and regulatory obligations in any jurisdiction having
been complied with in each case in respect of the Acquisition, the
Scheme or the acquisition or proposed acquisition of any shares or
other securities in, or control or management of, Sanderson or any
other member of the Wider Sanderson Group by any member of the
Wider Aptean Group;
(b) all Authorisations which are necessary in any jurisdiction
for or in respect of the Acquisition, the Scheme or the acquisition
or proposed acquisition of any shares or other securities in, or
control or management of, Sanderson or any other member of the
Wider Sanderson Group by any member of the Wider Aptean Group
having been obtained from all appropriate Third Parties or (without
prejudice to the generality of the foregoing) from any person or
bodies with whom any member of the Wider Sanderson Group or the
Wider Aptean Group has entered into contractual arrangements and
all such Authorisations necessary or appropriate to carry on the
business of any member of the Wider Sanderson Group in any
jurisdiction having been obtained and all such Authorisations
remaining in full force and effect at the time at which the
Acquisition becomes otherwise Effective and there being no notice
or intimation of an intention to revoke, suspend, restrict, modify
or not to renew such Authorisations;
General antitrust and regulatory
(c) no antitrust regulator or other Third Party having given
notice of a decision to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference (and
in each case, not having withdrawn the same), or having required
any action to be taken or otherwise having done anything, or having
enacted, made or proposed any statute, regulation, decision, order
or change to published practice (and in each case, not having
withdrawn the same) and there not continuing to be outstanding any
statute, regulation, decision or order which would or might
reasonably be expected to:
(i) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider Aptean Group or by any member of the Wider
Sanderson Group of all or any material part of its businesses,
assets or property or impose any material limitation on the ability
of all or any of them to conduct their businesses (or any part
thereof) or to own, control or manage any of their assets or
properties (or any part thereof);
(ii) require any member of the Wider Aptean Group or the Wider
Sanderson Group to acquire or offer to acquire any shares, other
securities (or the equivalent) or interest in any member of the
Wider Sanderson Group or any asset owned by any third party (other
than in connection with the implementation of the Acquisition);
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Aptean Group
directly or indirectly to acquire, hold or to exercise effectively
all or any rights of ownership in respect of shares or other
securities in Sanderson or on the ability of any member of the
Wider Sanderson Group or any member of the Wider Aptean Group
directly or indirectly to hold or exercise effectively all or any
rights of ownership in respect of shares or other securities (or
the equivalent) in, or to exercise voting or management control
over, any member of the Wider Sanderson Group;
(iv) otherwise materially adversely affect any or all of the
business, assets, profits, value, financial or trading position or
prospects of any member of the Wider Sanderson Group or any member
of the Wider Aptean Group;
(v) result in any member of the Wider Sanderson Group or any
member of the Wider Aptean Group ceasing to be able to carry on
business under any name under which it presently carries on
business;
(vi) make the Scheme, the Acquisition, the acquisition or
proposed acquisition of any shares or other securities in, or
control or management of, Sanderson or any member of the Wider
Sanderson Group by any member of the Wider Aptean Group, or the
implementation of any of the foregoing, void, voidable,
unenforceable and/or illegal under the laws of any relevant
jurisdiction, or otherwise, directly or indirectly, materially
prevent or prohibit, restrict, restrain or delay or otherwise
materially interfere with the implementation of, or impose
additional conditions or obligations with respect to, or otherwise
challenge, impede, interfere or require material amendment of the
Acquisition, the Scheme or the acquisition or proposed acquisition
of any shares or other securities in, or control or management of,
Sanderson or any member of the Wider Sanderson Group by any member
of the Wider Aptean Group;
(vii) require, prevent or materially delay a divestiture by any
member of the Wider Aptean Group of any shares or other securities
(or the equivalent) in any member of the Wider Sanderson Group or
any member of the Wider Aptean Group; or
(viii) impose any material limitation on the ability of any
member of the Wider Aptean Group or any member of the Wider
Sanderson Group to conduct, integrate or co-ordinate all or any
part of its business with all or any part of the business of any
other member of the Wider Aptean Group and/or the Wider Sanderson
Group, and all applicable waiting and other time periods (including
any extensions thereof) during which any such antitrust regulator
or other Third Party could decide to take, institute, implement or
threaten any such action, proceeding, suit, investigation, enquiry
or reference or take any other step under the laws of any
jurisdiction in respect of the Acquisition, the Scheme or the
acquisition or proposed acquisition of any shares or other
securities in, or control or management of, Sanderson or any other
member of the Wider Sanderson Group by any member of the Wider
Aptean Group, or otherwise intervene having expired, lapsed or been
terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
(d) except as Fairly Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Sanderson Group is a
party or by or to which any such member or any of its assets is or
may be bound, entitled or be subject or any event or circumstance
which, as a consequence of the Acquisition, the Scheme or the
acquisition or the proposed acquisition by any member of the Wider
Aptean Group of any shares or other securities (or the equivalent)
in Sanderson or because of a change in the control or management of
any member of the Wider Sanderson Group or otherwise, would or
might reasonably be expected to result in, to an extent which is
material in the context of the Wider Sanderson Group taken as a
whole or in the context of the Acquisition:
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider
Sanderson Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(ii) the creation or enforcement of any mortgage, charge,
encumbrance or other security interest over the whole or any part
of the business, property or assets of any member of the Wider
Sanderson Group or any such mortgage, charge, encumbrance or other
security interest (whenever created, arising or having arisen)
becoming enforceable;
(iii) any such arrangement, agreement, lease, licence,
franchise, permit or other instrument being terminated or the
rights, liabilities, obligations or interests of any member of the
Wider Sanderson Group being adversely modified or adversely
affected or any onerous obligation or liability arising or any
adverse action being taken or arising thereunder;
(iv) the rights, liabilities, obligations, interests or business
of any member of the Wider Sanderson Group or any member of the
Wider Aptean Group under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any
member of the Wider Sanderson Group or any member of the Wider
Aptean Group in or with any other person or body or firm or company
(or any arrangement or arrangement relating to any such interests
or business) being or becoming capable of being terminated, or
adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
(v) any member of the Wider Sanderson Group ceasing to be able
to carry on business under any name under which it presently
carries on business;
(vi) the business, assets, value of, or the financial or trading
position, profits, or prospects of, any member of the Wider
Sanderson Group being prejudiced or adversely affected;
(vii) any assets or interests of, or any asset the use of which
is enjoyed by, any member of the Wider Sanderson Group being or
falling to be disposed of or charged or any right arising under
which any such asset or interest could be required to be disposed
of or charged or could cease to be available to any member of the
Wider Sanderson Group;
(viii) any liability of any member of the Wider Sanderson Group
to make any severance, termination, bonus or other payment to any
of its directors; or
(ix) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Sanderson Group (including
any tax liability or any obligation to obtain or acquire any
Authorisation, notice, waiver, concession, agreement or exemption
from any Third Party or any other person), excluding trade
creditors or other liabilities incurred in the ordinary course of
business,
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Sanderson Group is a
party or by or to which any such member or any of its assets are
bound, entitled or subject, would result in any of the events or
circumstances as are referred to in Conditions 3(d)(i) to 3(d)(ix)
(inclusive).
Certain events occurring since 30 September 2018
(e) except as Fairly Disclosed, no member of the Wider Sanderson
Group having since 30 September 2018:
(i) issued or agreed to issue or authorised or proposed the
issue, of additional shares of any class, or securities or
securities convertible into, or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares,
securities or convertible securities or transferred or sold or
agreed to transfer or sell or authorised or proposed the transfer
or sale of shares out of treasury (except, where relevant, as
between Sanderson and wholly owned subsidiaries of Sanderson or
between the wholly owned subsidiaries of Sanderson and except for
the issue or transfer of Sanderson Shares on the exercise of
options in the ordinary course under the Share Option Plans);
(ii) recommended, declared, paid or made or resolved to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than (i)
dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by any wholly owned subsidiary of
Sanderson to Sanderson or any of its wholly owned subsidiaries; and
(ii) the final dividend of 1.75 pence per Sanderson Share in
respect of the year ended 30 September 2018 which was paid on 1
March 2019 and the Interim Dividend;
(iii) other than pursuant to the Acquisition (and except for
transactions between Sanderson and its wholly owned subsidiaries or
between the wholly owned subsidiaries of Sanderson), implemented,
effected, authorised or proposed or announced its intention to
implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, assignment, composition, scheme,
commitment or acquisition or disposal of assets or shares or loan
capital (or the equivalent thereof) in any undertaking or
undertakings in any such case to an extent which is material in the
context of the Wider Sanderson Group taken as a whole or in the
context of the Acquisition;
(iv) except for transactions between Sanderson and its wholly
owned subsidiaries or between the wholly owned subsidiaries of
Sanderson, disposed of, or transferred, mortgaged encumbered or
created any security interest over any asset or any right, title or
interest in any asset or authorised, proposed or announced any
intention to do so to an extent which is material in the context of
the Wider Sanderson Group taken as a whole or in the context of the
Acquisition;
(v) except for transactions between Sanderson and its wholly
owned subsidiaries or between the wholly owned subsidiaries of
Sanderson, issued, authorised or proposed or announced an intention
to authorise or propose, the issue of or made any change in or to
the terms of any debentures or become subject to any contingent
liability or incurred or increased any indebtedness in each case
which is material in the context of the Wider Sanderson Group taken
as a whole or in the context of the Acquisition;
(vi) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, arrangement,
agreement, transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long-term, unusual or
onerous nature or magnitude or which is or which involves an
obligation of a nature or magnitude which is or is reasonably
likely to be restrictive on the business of any member of the Wider
Sanderson Group and which is material in the context of the Wider
Sanderson Group taken as a whole or in the context of the
Acquisition;
(vii) entered into or materially varied the terms of, or made
any offer (which remains open for acceptance) to enter into or
materially vary the terms of any contract, service agreement,
commitment or arrangement with any director or, except for salary
increases or bonuses in the ordinary course (and in accordance with
Sanderson's remuneration policy) for any senior executive of
Sanderson, other than as agreed by the Panel and Aptean Bidco;
(viii) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any employee of the
Wider Sanderson Group other than in accordance with the terms of
the Acquisition or, if required by the Code, as agreed by the Panel
and/or Aptean Bidco;
(ix) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital;
(x) except in the ordinary course of business, waived,
compromised or settled any claim by or against any member of the
Wider Sanderson Group which is material in the context of the Wider
Sanderson Group or in the context of the Acquisition;
(xi) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Sanderson Group and any
other person in a manner which would or might reasonably be
expected to be materially adverse to the Wider Sanderson Group
taken as a whole or to be material in the context of the
Acquisition;
(xii) excluding the trustee of any pension scheme(s) established
by any member of the Wider Sanderson Group made, proposed, or
agreed or consented to or procured any change to:
(A) the terms of the governing documents of any pension
scheme(s) established by any member of the Wider Sanderson Group
for its directors, former directors, employees, former employees or
their dependents;
(B) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable,
thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined;
(D) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued, made, agreed or consented
to; or
(E) the manner in which the assets of any pension scheme(s) are invested,
in each case, to the extent which is material in the context of
the Wider Sanderson Group taken as a whole or in the context of the
Acquisition and other than as required in accordance with
applicable law;
(xiii) carried out any act (other than any act arising from or
in connection with the Acquisition):
(A) which would or could reasonably be expected to lead to the
commencement of the winding up of any pension scheme(s) established
by any member of the Wider Sanderson Group for its directors,
former directors, employees, former employees or their
dependents;
(B) which would or might create a material debt owed by an
employer to any such pension scheme;
(C) which would or might accelerate any obligation on any
employer to fund or pay additional contributions to any such
pension scheme; or
(D) which would, having regard to the published guidance of the
Pensions Regulator, give rise to a liability on a member of the
Wider Sanderson Group to make payment to any such pension scheme
arising out of the operation of sections 38 and 38A of the Pensions
Act 2004,
in each case, to an extent which is material in the context of
the Wider Sanderson Group taken as a whole or in the context of the
Acquisition;
(xiv) (excluding a trustee of any such pension scheme) (a)
entered into or proposed to enter into one or more bulk annuity
contracts in relation to any such pension scheme pursuant to which
a member of the Wider Sanderson Group is required to pay further
contributions; or (b) agreed to the entering into of a bulk annuity
contract by a trustee of any such pension scheme;
(xv) been unable, or admitted in writing that it is unable, to
pay its debts when they fall due or commenced negotiations with one
or more of its creditors with a view to rescheduling or
restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a
substantial part of its business, in each case, to an extent which
is material in the context of the Wider Sanderson Group taken as a
whole or in the context of the Acquisition;
(xvi) (other than in respect of a member of the Wider Sanderson
Group which is dormant and was solvent at the relevant time) taken
or proposed any steps, corporate action or had any legal
proceedings instituted or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its
winding-up (voluntary or otherwise), dissolution, reorganisation or
for the appointment of a receiver, administrator, administrative
receiver, trustee or similar officer of all or any of its assets or
revenues or any analogous or equivalent steps or proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction
or had any such person appointed;
(xvii) (except for transactions between Sanderson and its wholly
owned subsidiaries or between the wholly owned subsidiaries of
Sanderson), made, authorised, proposed or announced an intention to
propose any change in its loan capital, in any case which is
material in the context of the Wider Sanderson Group taken as a
whole or in the context of the Acquisition;
(xviii) (except for transactions between Sanderson and its
wholly owned subsidiaries or between the wholly owned subsidiaries
of Sanderson) entered into, implemented or authorised the entry
into, any joint venture, asset or profit sharing arrangement,
partnership or merger of business or corporate entities, in each
case, to an extent which is material in the context of the Wider
Sanderson Group taken as whole or in the context of the
Acquisition;
(xix) made any alteration to its memorandum or articles of
association or other incorporation documents; or
(xx) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition 3(e);
No actions since the Rule 2.7 Announcement subject to Rule 21.1
of the Code
(f) other than with the consent of Aptean Bidco, no member of
the Wider Sanderson Group having, since the Rule 2.7 Announcement,
taken or agreed or proposed to take any action which requires, or
would require, the consent of the Panel or the approval of
Sanderson Shareholders in general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Code;
No adverse change, litigation, regulator enquiry or similar
(g) except as Fairly Disclosed, since 30 September 2018, there having been:
(i) no adverse change and no circumstance having arisen which
would or might reasonably be expected to result in any adverse
change in, the business, assets, financial or trading position or
profits or prospects of any member of the Wider Sanderson Group to
an extent which is material in the context of the Wider Sanderson
Group taken as a whole or in the context of the Acquisition;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened, announced or
instituted by or against or remaining outstanding against or in
respect of, any member of the Wider Sanderson Group or to which any
member of the Wider Sanderson Group is or may become a party
(whether as claimant, defendant or otherwise) having been
threatened, announced, instituted or remaining outstanding by,
against or in respect of, any member of the Wider Sanderson Group
to an extent which is material in the context of the Wider
Sanderson Group taken as a whole or in the context of the
Acquisition;
(iii) no enquiry or investigation by (or complaint or reference
to) any Third Party or other investigative body having been
threatened, announced, instituted or remaining outstanding by,
against or in respect of any member of the Wider Sanderson Group,
which is material in the context of the Wider Sanderson Group taken
as a whole or in the context of the Acquisition;
(iv) no contingent or other liability having arisen or become
apparent or increased which is or might be likely to adversely
affect the business, assets, value of, or the financial or trading
position, profits or prospects of, any member of the Wider
Sanderson Group to an extent which is material in the context of
the Wider Sanderson Group taken as a whole or in the context of the
Acquisition; and
(v) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider Sanderson Group which is reasonably
necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which
would or might reasonably be expected to be material in the context
of the Wider Sanderson Group taken as a whole or to be material in
the context of the Acquisition;
No discovery of certain matters regarding information,
liabilities and environmental issues
(h) except as Fairly Disclosed, Aptean Bidco not having
discovered, in each case, to an extent which is material in the
context of the Wider Sanderson Group taken as a whole or in the
context of the Acquisition:
(i) that any financial, business or other information concerning
the Wider Sanderson Group publicly announced prior to the date of
this Announcement by or on behalf of any member of the Wider
Sanderson Group is misleading, contains a misrepresentation of any
fact, or omits to state a fact necessary to make that information
not misleading;
(ii) that any member of the Wider Sanderson Group is subject to
any liability, contingent or otherwise which is not Fairly
Disclosed in the annual report and accounts of Sanderson for the
financial year ended 30 September 2018;
(iii) that any past or present member of the Wider Sanderson
Group has failed to comply in any material respect with any
applicable legislation, regulations or other requirements of any
jurisdiction or any Authorisations relating to the use, treatment,
storage, carriage, disposal, discharge, spillage, release, leak or
emission of any waste or hazardous substance or any substance
likely to impair the environment (including property) or harm human
health or otherwise relating to environmental matters or the health
and safety of humans, which non-compliance would be likely to give
rise to any liability including any penalty for non-compliance
(whether actual or contingent) on the part of any member of the
Wider Sanderson Group; or
(iv) that there is or is reasonably likely to be any obligation
or liability (whether actual or contingent) or requirement to make
good, remediate, repair, reinstate or clean up any property, asset
or any controlled waters currently or previously owned, occupied,
operated or made use of or controlled by any past or present member
of the Wider Sanderson Group (or on its behalf), or in which any
such member may have or previously have had or be deemed to have
had an interest, under any environmental legislation, common law,
regulation, notice, circular, Authorisation or order of any Third
Party in any jurisdiction or to contribute to the cost thereof or
associated therewith or indemnify any person in relation thereto;
and
Anti-corruption, sanctions and criminal property
(i) except as Fairly Disclosed, Aptean Bidco not having discovered that:
(i) any past or present member, director, officer, employee or
agent of the Wider Sanderson Group or any person that performs or
has performed services (or otherwise acts or has acted) for or on
behalf of any such company is or has engaged in any activity,
practice or conduct which constitutes an offence under the Bribery
Act 2010, the United States Foreign Corrupt Practices Act of 1977,
as amended, or any other applicable anti-corruption
legislation;
(ii) any asset of any member of the Wider Sanderson Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition);
(iii) any past or present member, director, officer, employee of
the Wider Sanderson Group, or any other person for whom any such
person may be liable or responsible, is or has engaged in any
activity or business with, or made any investments in, or made any
payments or assets available to or received any funds or assets
from (A) any government, entity or individual targeted by any of
the economic sanctions administered by the United Nations or the
European Union (or any of their respective member states), or the
United States; or (B) any government, entity or individual in
respect of which US or European Union persons, or persons operating
in those territories, are prohibited from engaging in activities or
doing business, or from receiving or making available funds or
economic resources, by US or European Union laws or regulations,
including the economic sanctions administered by the United States
Office of Foreign Assets Control or HMRC; or
(iv) a member of the Sanderson Group has engaged in any
transaction which would cause any member of Aptean Group to be in
breach of any applicable law or regulation upon its acquisition of
Sanderson, including the economic sanctions of the United States
Office of Foreign Assets Control or HMRC, or any government, entity
or individual targeted by any of the economic sanctions of United
Nations, the United States, the European Union or any of its member
states.
PART B: CERTAIN FURTHER TERMS OF THE SCHEME AND ACQUISITION
1. Subject to the requirements of the Panel, Aptean Bidco reserves the right to waive:
(a) any of the Conditions set out in the above Condition 2 with
respect to the timing of the Court Meeting, the Sanderson General
Meeting and the Court Hearing. If any such deadline is not met,
Aptean Bidco will make an announcement by 8.00 am on the Business
Day following such deadline confirming whether it has invoked or
waived the relevant Condition or agreed with Sanderson to extend
the deadline in relation to the relevant Condition. In all other
respects, Condition 2 cannot be waived; and
(b) in whole or in part, all or any of the above Conditions 3(a) to (i) (inclusive).
Conditions 3(a) to (i) (inclusive) must be fulfilled or waived
by, no later than 11.59 pm on the date immediately preceding the
Court Hearing.
2. If Aptean Bidco is required by the Panel to make an offer for
Sanderson Shares under the provisions of Rule 9 of the Code, Aptean
Bidco may make such alterations to any of the above Conditions and
terms of the Acquisition as are necessary to comply with the
provisions of that Rule.
3. Aptean Bidco shall be under no obligation to waive (if
capable of waiver) or treat as fulfilled any of the Conditions by a
date earlier than the latest date specified in paragraph 1 of this
Part B for the fulfilment of those Conditions, notwithstanding that
the other Conditions may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances
indicating that any such Condition may not be capable of
fulfilment.
4. The Acquisition will lapse if and shall not become Effective:
(a) in so far as the Acquisition or any matter arising from or
relating to the Scheme or Acquisition constitutes a concentration
with a Community dimension within the scope of the EC Merger
Regulation, the European Commission either initiates proceedings
under Article 6(1)(c) of the EC Merger Regulation or makes a
referral to a competent authority in the United Kingdom under
Article 9(1) of the EC Merger Regulation and there is then a CMA
Phase 2 Reference; or
(b) the Acquisition or any matter arising from or relating to
the Scheme or Acquisition becomes subject to a CMA Phase 2
Reference,
in each case, before the date of the Court Meeting.
5. The Sanderson Shares to be acquired under the Acquisition
will be acquired fully paid and free from all liens, equities,
charges, encumbrances, options, rights of pre-emption and any other
third party rights and interests of any nature and together with
all rights now or hereafter attaching or accruing to them,
including, without limitation, voting rights and the right to
receive and retain in full all dividends and other distributions
(if any) declared, made or paid, or any other return of capital
(whether by reduction of share capital or share premium account or
otherwise) made, on or after the Effective Date (other than any
dividend in respect of which a corresponding reduction in the
consideration payable in respect of each Sanderson Share has been
made as described in paragraph 6 below).
6. Without prejudice to any right Aptean Bidco may have, with
the consent of the Panel, to invoke Condition3(e)(ii), if any
dividend and/or other form of capital return or distribution is
authorised, declared, made or paid or becomes payable in respect of
Sanderson Shares on or after the date of this Announcement and
prior to the Effective Date, the consideration payable in respect
of each Sanderson Share shall be reduced by an amount equivalent to
the gross amount of all of any such dividend and/or other form of
capital return or distribution, in which case any reference in this
Announcement to the consideration payable in respect of each
Sanderson Share under the Acquisition will be deemed to be a
reference to the consideration as so reduced, and Sanderson
Shareholders will be entitled to receive and retain the amount by
reference to which the consideration has been reduced. To the
extent that any such dividend and/or capital return and/or
distribution is declared, made, paid or payable and it is (i)
transferred pursuant to the Acquisition on a basis which entitles
Aptean Bidco to receive and retain it; or (ii) cancelled in full
prior to payment, the consideration to be delivered by Aptean Bidco
under the terms of the Acquisition will not be subject to reduction
in accordance with this paragraph 6. Any reduction in the
consideration payable in respect of each Sanderson Share referred
to in this paragraph 6 shall be the subject of an announcement and,
for the avoidance of doubt, shall not be regarded as constituting
any revision or variation of the terms of the Acquisition.
7. Under Rule 13.5(a) of the Code, Aptean Bidco may not invoke a
Condition so as to cause the Acquisition not to proceed, to lapse
or any offer to be withdrawn unless the circumstances which give
rise to the right to invoke the Condition are of material
significance to Aptean Bidco in the context of the Acquisition.
Conditions 2 and 3(a) (and any Takeover Offer acceptance condition
adopted on the basis specified in paragraphs 2 or 8 of this Part B)
are not subject to this provision of the Code.
8. Aptean Bidco reserves the right to elect (with the consent of
the Panel) to implement the acquisition of the Sanderson Shares by
way of a Takeover Offer as an alternative to the Scheme. In such an
event, the Takeover Offer will be implemented on the same terms so
far as applicable, as those which would apply to the Scheme,
subject to appropriate amendments, including, if the Panel so
agrees, an acceptance condition set at 90 per cent. of the
Sanderson Shares to which such Takeover Offer relates or such lower
percentage as Aptean Bidco may decide, subject to the Panel's
consent, provided that the acceptance condition will not be
satisfied unless any member of the Wider Aptean Group shall have
acquired or agreed to acquire (whether pursuant to the Takeover
Offer or otherwise), directly or indirectly, Sanderson Shares
carrying in aggregate more than 50 per cent. of the voting rights
normally exercisable at a general meeting of Sanderson (including
for this purpose, except to the extent otherwise agreed by the
Panel, any such voting rights attaching to the Sanderson Shares
that are unconditionally allotted or issued before the Takeover
Offer becomes or is declared unconditional as to acceptances
whether pursuant to exercise of any outstanding subscription rights
or conversion rights or otherwise).
9. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
10. The Acquisition is not being made, directly or indirectly,
in, into or from, or by use of the mails of, or by any means of
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 where to
do so would violate the laws of that jurisdiction.
11. The Acquisition will be subject to the applicable
requirements of English law, the Code, the Panel, the AIM Rules and
the rules of the London Stock Exchange.
12. Each of the Conditions will be regarded as a separate
Condition and will not be limited by reference to any other
Condition.
APPIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
(i) The "Latest Practicable Date" for the purposes of this Announcement means 31 July 2019.
(ii) As at the Latest Practicable Date, there were 60,472,484
Sanderson Shares in issue. Sanderson does not hold any shares in
treasury. The ISIN for Sanderson Shares is GB00B04X1Q77.
(iii) Any references to the issued and to be issued ordinary
share capital of Sanderson are based on:
-- the 60,472,484 Sanderson Shares in issue referred to in paragraph (ii) above; and
-- 3,877,750 Sanderson Shares which may be issued on or after
the date of this Announcement to satisfy the exercise of options
outstanding under the Share Option Plans as at the Latest
Practicable Date.
(iv) The value placed by the Acquisition on the entire issued
and to be issued ordinary share capital of Sanderson is
calculated:
-- by reference to the Closing Price of a Sanderson Share on the
Latest Practicable Date; and
-- on the basis of the issued and to be issued share capital of
Sanderson (as set out in paragraph (iii) above).
(v) Unless otherwise stated all prices and closing prices for a
Sanderson Share are derived from the daily AIM appendix to the
daily Official List published by the London Stock Exchange.
(vi) Unless otherwise stated, financial information relating to
Sanderson has been extracted or derived (without adjustment) from
the audited consolidated financial statements for the Sanderson
Group for the financial year ended 30 September 2018 and the
unaudited interim financial results of the Sanderson Group for the
six months to 31 March 2019.
APPIX III
IRREVOCABLE UNDERTAKINGS
1. Irrevocable Undertakings given by the Sanderson Directors
The following Sanderson Directors have each given an irrevocable
undertaking to vote (or, in the case of close relatives (as defined
in the Code) of Sanderson Directors holding Sanderson Shares, to
use reasonable endeavours to procure such votes) in favour of the
Scheme at the Court Meeting and in favour of the Sanderson
Resolutions at the Sanderson General Meeting (or in the event that
the Acquisition is implemented by way of a Takeover Offer, to
accept, or use reasonable endeavours to procure the acceptance of,
the Takeover Offer) in relation to the following Sanderson
Shares:
Name Number of Number of % of Sanderson
Sanderson Sanderson issued and to
Shares Shares under be issued share
option capital
Christopher Winn
(1) 8,000,000 Nil 12.4%
Ian Newcombe 178,750 2,191,750 3.7%
Richard David Mogg Nil 500,000 0.8%
John Clement Mackenzie
Paterson 90,000 Nil 0.1%
David James Gutteridge 575,000 Nil 0.9%
(1) Christopher Winn and his wife Angela Winn jointly hold
8,000,000 Sanderson Shares in certificated form and in Redmayne
Bentley nominee accounts. In addition, Victoria Winn, Christopher
and Angela Winn's daughter, holds 42,000 Sanderson Shares. Andrew
Winn and Susan Winn, Christopher Winn's brother and sister-in-law
respectively, own 90,194 Sanderson Shares. Sharon Herschell and
Gary Herschell, Christopher Winn's sister and brother-in-law
respectively, own 10,000 Sanderson Shares. The total connected
holdings relating to Christopher Winn is 8,142,194 Sanderson
Shares.
These irrevocable undertakings cease to be binding on the
earlier of the Long Stop Date and the date on which the Acquisition
is withdrawn or lapses.
2. Irrevocable Undertakings given by senior managers of Sanderson
The following senior managers of Sanderson have each given an
irrevocable undertaking to vote (or, in the case of close relatives
(as defined in the Code) of the senior managers holding Sanderson
Shares, to use reasonable endeavours to procure such votes) in
favour of the Scheme at the Court Meeting and in favour of the
Sanderson Resolutions at the Sanderson General Meeting (or in the
event that the Acquisition is implemented by way of a Takeover
Offer, to accept the Takeover Offer) in relation to the following
Sanderson Shares:
Name Number of Sanderson % of Sanderson
Shares issued and to
be issued share
capital
Ross Telford 741,567 1.2%
David Renshaw 2,068,545 3.2%
These irrevocable undertakings cease to be binding on the
earlier of the Long Stop Date and the date on which the Acquisition
is withdrawn or lapses.
3. Irrevocable Undertakings given by Sanderson Shareholders
The following Sanderson Shareholders have each given an
irrevocable undertaking to Aptean Bidco to vote in favour of the
Scheme at the Court Meeting and in favour of the Sanderson
Resolutions at the Sanderson General Meeting (or in the event that
the Acquisition is implemented by way of a Takeover Offer, to
accept, or use reasonable endeavours to procure the acceptance of,
the Takeover Offer) in relation to the following Sanderson
Shares:
Name of Sanderson Number of Sanderson Higher Competing % of Sanderson
Shareholder Shares in respect Offer Price issued and
of which undertaking to be issued
is given share capital
Gresham House Asset
Management Ltd.
(1) 5,756,904 154 pence 8.9%
Downing LLP (2) 2,758,357 150 pence* 4.3%
Unicorn Asset Management
Ltd. (3) 2,407,572 155 pence* 3.7%
* In the event of a competing transaction the irrevocable
undertakings given by Downing LLP and Unicorn Asset Management Ltd.
will not terminate, nor lapse, if (within ten business days) Aptean
Bidco makes an improved offer on terms at least as favourable with
regard to the value of the consideration offered in any competing
transaction.
(1) Gresham House Irrevocable Undertaking
Gresham House has irrevocably undertaken to vote in favour of
the Scheme, or, in the event the Acquisition is effected by way of
the Takeover Offer, to deliver fully executed Forms of Acceptance
in respect of the Takeover Offer. It has also irrevocably
undertaken, subject to the terms summarised below, not to support
or accept an offer with respect to a competing transaction and that
it will not deal in Sanderson Shares. The Gresham House Undertaking
will automatically terminate if the Scheme or Offer (as the case
may be) lapses or is withdrawn.
(2) Downing Irrevocable Undertaking
Downing has irrevocably undertaken to vote in favour of the
Scheme, or, in the event the Acquisition is effected by way of the
Takeover Offer, to deliver fully executed Forms of Acceptance in
respect of the Takeover Offer. It has also irrevocably undertaken,
subject to the terms summarised below, not to support or accept an
offer with respect to a competing transaction and that it will not
deal in Sanderson Shares.
The Downing Undertaking will automatically terminate if: (i) the
Scheme does not become effective, or lapses in accordance with its
terms (or, if applicable, the Offer does not become or is not
declared wholly unconditional or lapses in accordance with its
terms); (ii) Aptean Bidco announces, with consent of the Panel,
that it does not intend to proceed with the Acquisition, or (iii) a
third party announcement is made, in accordance with Rule 2.7 of
the Code, of a competing transaction (or thereafter a revision to a
competing transaction is announced) on terms which entitle each
Sanderson Shareholder to receive not less than 150 pence for each
Sanderson Share held (and whether in cash, non-cash consideration
or a mix thereof), determined as at the date on which the competing
transaction is announced, provided that Aptean Bidco has not
announced an improvement to the terms of the Acquisition within 10
Business Days, such that the terms of the improved offer are at
least as favourable with regard to the value of the consideration
offered pursuant to the terms of the competing transaction. In
addition, the Downing Undertaking may cease to be effective (wholly
or in part) in the event that the underlying investors, whose funds
Downing manage, withdraw their mandates or adjust their investment
instructions. In such circumstances, the number of Sanderson Shares
which are subject to the Downing Undertaking shall be amended
accordingly.
(3) Unicorn Asset Management Irrevocable Undertaking
Unicorn Asset Management has irrevocably undertaken to vote in
favour of the Scheme, or, in the event the Acquisition is effected
by way of the Takeover Offer, to deliver fully executed Forms of
Acceptance in respect of the Takeover Offer. It has also
irrevocably undertaken, subject to the terms summarised below, not
to support or accept an offer with respect to a competing
transaction and that it will not deal in Sanderson Shares.
The Unicorn Undertaking will automatically terminate if: (i) the
Scheme does not become effective, or lapses in accordance with its
terms (or, if applicable, the Offer does not become or is not
declared wholly unconditional or lapses in accordance with its
terms); (ii) Aptean Bidco announces, with consent of the Panel,
that it does not intend to proceed with the Acquisition, or (iii) a
third party announcement is made, in accordance with Rule 2.7 of
the Code, of a competing transaction (or thereafter a revision to a
competing transaction is announced) on terms which entitle each
Sanderson Shareholder to receive not less than 155 pence for each
Sanderson Share held (and whether in cash, non-cash consideration
or a mix thereof), determined as at the date on which the competing
transaction is announced, provided that Aptean Bidco has not
announced an improvement to the terms of the Acquisition within 10
Business Days, such that the terms of the improved offer are at
least as favourable with regard to the value of the consideration
offered pursuant to the terms of the competing transaction.
APPIX IV
DEFINITIONS
"Acquisition" the proposed acquisition by Aptean
Bidco of the entire issued and to
be issued ordinary capital of Sanderson,
to be effected by means of the Scheme
or, should Aptean Bidco so elect and
subject to the consent of the Panel,
by means of a Takeover Offer and,
where the context admits, any subsequent
revision, variation, extension or
renewal thereof;
"AIM" the market of that name operated by
the London Stock Exchange;
"AIM Rules" the rules published by the London
Stock Exchange which set out the rules
and responsibilities in relation to
companies with a class of securities
admitted to trading on AIM;
"Announcement" this announcement made pursuant to
Rule 2.7 of the Takeover Code;
"Aptean" Aptean, Inc., a Delaware corporation
with its registered office at 4325
Alexander Drive, Suite 100, Alpharetta,
GA 30022-3740, United States;
"Aptean Bidco" Aptean Limited, a private limited
company incorporated in England and
Wales with registered number 03399429
whose registered office is at 7 Rushmills,
Northampton, NN4 7YB;
"Aptean Bidco Directors" Sandra Cummings, Alan Somerville and
Hellen Stein, or, where the context
so requires, the directors of Aptean
Bidco from time to time;
"Aptean Group" Gaytor Parent and its subsidiaries,
subsidiary undertakings from time
to time, which, for the avoidance
of doubt, includes Aptean Bidco and
Aptean;
"Articles of Association" the articles of association of Sanderson;
"associated undertaking" has the meaning given by paragraph
19 of Schedule 6 to the Large and
Medium-sized Companies and Groups
(Accounts and Reports) Regulations
2008 other than paragraph 19(1)(b)
of Schedule 6 to those Regulations
which shall be excluded for this purpose;
"Authorisations" regulatory authorisations, orders,
recognitions, grants, consents, clearances,
confirmations, certificates, licences,
permissions or approvals;
"Board" as the context requires, the board
of directors of Sanderson or the board
of directors of Aptean Bidco and the
terms 'Sanderson Board' and 'Aptean
Bidco Board' shall be construed accordingly;
"Business Day" a day (other than a Saturday, Sunday
or public holiday in London (UK) or
New York (United States)) on which
banks are open for business in London
(UK) and New York (United States);
"Closing Price" the closing middle market quotation
of a Sanderson Share as derived from
the daily AIM appendix of the official
list maintained by the UK Listing
Authority and published by the London
Stock Exchange;
"CMA" the United Kingdom Competition and
Markets Authority;
"CMA Phase 2 Reference" a reference of the Acquisition to
the chair of the CMA for the constitution
of a group under Schedule 4 to the
Enterprise and Regulatory Reform Act
2013;
"Code" the City Code on Takeovers and Mergers;
"Companies Act" the Companies Act 2006, as may be
amended from time to time;
"Conditions" the conditions to the Acquisition
as set out in Appendix I to this Announcement;
"Confidentiality Agreement" the confidentiality agreement entered
into by TA Investment Manager and
Sanderson on 29 March 2019;
"Consideration" has the meaning given to it in paragraph
2 of this Announcement;
"Court" the High Court of Justice, Business
and Property Courts of England and
Wales, Companies Court;
"Court Hearing" the hearing at which the Court sanctions
the Scheme under section 899 of the
Companies Act;
"Court Meeting" the meeting of Sanderson Shareholders
or any class or classes thereof convened
pursuant to an order of the Court
pursuant to section 896 of the Companies
Act, notice of which will be set out
in the Scheme Document, for the purpose
of considering and, if thought fit,
approving the Scheme (with or without
modification or amendment) or any
adjournment thereof;
"Court Order" the order of the Court sanctioning
the Scheme under section 899 of the
Companies Act;
"CREST" the system for the paperless settlement
of trades in securities and the holding
of uncertificated securities operated
by Euroclear in accordance with the
Regulations;
"Dealing Disclosure" an announcement pursuant to Rule 8
of the Code containing details of
dealings in interests in the relevant
securities of a party to an offer;
"Digital Retail Division" the business division of Sanderson
which focuses on providing multi-channel
retail software;
"Effective Date" the date on which either: (i) the
Scheme becomes effective pursuant
to its terms; or (ii) (if Aptean Bidco
elects, with the consent of the Panel,
to implement the Acquisition by means
of a Takeover Offer) the Takeover
Offer becomes or is declared unconditional
in all respects in accordance with
the requirements of the Code, and
"Effective" shall be construed accordingly;
"Enterprise Division" the business division of Sanderson
which focuses on industry specific
software to the manufacturing, distribution
and supply chain industries;
"Euroclear" Euroclear UK & Ireland Limited;
"Fairly Disclosed" the information fairly disclosed by
or on behalf of Sanderson: (i) in
the annual report and accounts of
the Sanderson Group for the financial
year ended 30 September 2018; (ii)
in this Announcement; (iii) in any
other announcement to a Regulatory
Information Service by, or on behalf
of Sanderson prior to the publication
of this Announcement; or (iv) as otherwise
specifically and fairly disclosed
to Aptean Bidco prior to the date
of this Announcement
"FCA" or "Financial Conduct the United Kingdom Financial Conduct
Authority" Authority acting in its capacity as
the competent authority for the purposes
of Part VI of the UK Financial Services
and Markets Act 2000 or any successor
thereto;
"Form(s) of Acceptance" should the Acquisition be implemented
by way of Takeover Offer, the form
of acceptance and authority or any
other document issued by Aptean Bidco
or its receiving agent for the purpose
of accepting the Takeover Offer;
"Form(s) of Proxy" the forms of proxy for use in connection
with the Court Meeting and the Sanderson
General Meeting (as applicable) which
shall accompany the Scheme Document;
"Gaytor Parent Gaytor Parent Limited, a private limited
company registered in Jersey, being
the holding company of the Aptean
Group;
"holder" a registered holder and includes any
person(s) entitled by transmission;
"IFRS" International Financial Reporting
Standards;
"Interim Dividend" the interim dividend of 1.5 pence
per Sanderson Share, as announced
on 15 May 2019 and paid on 19 July
2019 to Sanderson Shareholders on
the register of members at the close
of Business on 5 July 2019;
"Latest Practicable Date" has the meaning given in paragraph
(i) of Appendix II to this Announcement;
"Listing Rules" the listing rules of the UKLA;
"London Stock Exchange" London Stock Exchange Plc;
"Long Stop Date 17 February 2020 (or such later date
as may be agreed in writing by Aptean
Bidco and Sanderson (with the Panel's
consent and as the Court may approve
(if such approval(s) are required));
"Market Abuse Regulation" Regulation (EU) No. 597/2014 of the
European Parliament and the Council
of 16 April 2014 on market abuse;
"N+1 Singer" Nplus1 Singer Advisory LLP;
"Neville Registrars" Neville Registrars Limited, the company
registrars of Sanderson;
"Non-Executive Directors" John Clement Mackenzie Paterson and
David James Gutteridge;
"Offer Period" the offer period (as defined in the
Code) relating to Sanderson, which
commenced on the date of this Announcement;
"Opening Position Disclosure" has the same meaning as in Rule 8
of the code;
"Panel" the Panel on Takeovers and Mergers;
"Raymond James" Raymond James Financial International
Limited;
"Registrar of Companies" the registrar of companies in England
and Wales;
"Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755), as amended;
"Regulatory Information any of the services set out in Appendix
Service" 1 to the Listing Rules;
"Restricted Jurisdiction" any jurisdiction where local laws
or regulations may result in a significant
risk of civil, regulatory or criminal
exposure if information concerning
the Acquisition is sent or made available
to Sanderson Shareholders in that
jurisdiction;
"Sanderson" Sanderson Group Plc, a public limited
company incorporated in England with
registered number 04968444 and with
its registered address at Sanderson
House, Manor Road, Coventry CV1 2GF;
"Sanderson Directors" Christopher Winn, Ian Newcombe, Richard
Mogg, John Paterson and David Gutteridge,
or, where the context so requires,
the directors of Sanderson from time
to time;
"Sanderson General Meeting" the general meeting of Sanderson Shareholders
(including any adjournment thereof)
to be convened in connection with
the Scheme for the purpose of considering,
and, if thought fit, approving, the
Sanderson Resolutions;
"Sanderson Group" Sanderson and its subsidiary and associated
undertakings;
"Sanderson Meetings" the Court Meeting and the Sanderson
General Meeting;
"Sanderson Pension Schemes" (i) the Sanderson Group Retirement
Benefit Scheme, (ii) Sanderson Group
Pension Plan (Scottish Widows), (iii)
Group Flexible Retirement Plan (Standard
Life), (iv) the Open Business Solutions
Pension Plan and (v) the Gould Hall
Computer Services Pension Plan;
"Sanderson Resolutions" such shareholder resolutions of Sanderson
as are necessary to approve, implement
and effect the Scheme and the Acquisition,
including (without limitation) a resolution
to amend the Articles of Association
of Sanderson by the adoption of a
new article (in terms approved by
the Aptean Bidco) under which any
Sanderson Shares issued or transferred
after the Sanderson General Meeting
shall either be subject to the Scheme
or (after the Effective Date) shall
be immediately transferred to Aptean
Bidco (or as it may direct) in exchange
for the same consideration as is due
under the Scheme;
"Sanderson Shareholders" the holders of Sanderson Shares;
"Sanderson Shares" the ordinary shares of 10 pence each
in the capital of Sanderson;
"Scheme" or "Scheme of the proposed scheme of arrangement
Arrangement" under Part 26 of the Companies Act
between Sanderson and the Sanderson
Shareholders to implement the Acquisition,
with or subject to any modification,
addition or condition approved or
imposed by the Court and agreed to
by Sanderson and the Aptean Bidco;
"Scheme Document" the document to be dispatched to Sanderson
Shareholders and persons with information
rights setting out, among other things,
the details of the Acquisition, the
full terms and conditions of the Scheme
and containing the notices convening
the Court Meeting and the Sanderson
General Meeting (and shall include
any supplementary scheme document
(if applicable));
"Scheme Record Time" the time and date specified as such
in the Scheme Document;
"Scheme Shareholders" holders of Scheme Shares;
"Scheme Shares" the Sanderson Shares:
(i) in issue at the date of the Scheme
Document;
(ii) (if any) issued after the date
of the Scheme Document and prior to
the Scheme Voting Record Time; and
(iii) (if any) issued at or after
the Scheme Voting Record Time and
prior to the Scheme Record Time in
respect of which the original or subsequent
holder thereof shall be bound by the
Scheme or shall by such time have
agreed in writing to be bound by the
Scheme,
in each case, remaining in issue at
the Scheme Record Time but excluding
(a) any Sanderson Shares held by any
member of the Wider Aptean Group (or
their nominees) and (b) any Sanderson
Shares held in treasury by Sanderson;
"Scheme Voting Record the date and time specified in the
Time" Scheme Document by reference to which
entitlement to vote at the Court Meeting
will be determined, expected to be
6.00 pm on the day which is two days
before the Court Meeting or, if the
Court Meeting is adjourned, 6.00 pm
on the day which is two days before
the date of such adjourned Court Meeting;
"SEC" the US Securities and Exchange Commission;
"Share Option Plans" the Sanderson Unapproved Company Share
Option Plan as adopted on 10 December
2004, the Sanderson Enterprise Management
Incentive Plan as adopted on 10 December
2004 and the Sanderson 2015 Share
Option Plan as adopted on 3 March
2015, in each case as amended from
time to time;
"Significant Interest" in relation to an undertaking, a direct
or indirect interest of 20 per cent.
or more of the total voting rights
conferred by the equity share capital
(as defined in section 548 of the
Companies Act) of such undertaking;
"subsidiary" has the meaning given in section 1159
of the Companies Act;
"subsidiary undertaking" has the meaning given in section 1162
of the Companies Act;
"TA Investment Manager" TA Associates Management LP;
"Takeover Offer" If, subject to the consent of the
Panel, the Acquisition is effected
by way of a takeover offer as defined
in Chapter 3 Part 28 of the Companies
Act, the offer to be made by or on
behalf of Aptean Bidco to acquire
the entire issued and to be issued
share capital of Sanderson on the
terms and subject to the conditions
to be set out in the related offer
document and where the context admits
any subsequent revision, variation,
extension or renewal of such offer;
"Third Party" each of a central bank, government
or governmental, quasi-governmental,
supranational, statutory, regulatory,
environmental, administrative, fiscal
or investigative body, court, agency
(including any trade agency), association,
institution, environmental body, employee
representative body, or any other
body or person whatsoever in any jurisdiction;
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland;
"UK Listing Authority" the United Kingdom Financial Conduct
or "UKLA" Authority in its capacity as the authority
for listing in the United Kingdom;
"US" or "United States" the United States of America, its
territories and possessions, any state
of the United States of America and
the District of Columbia;
"US Exchange Act" the US Securities Exchange Act of
1934, as amended, and the rules and
regulations promulgated thereunder;
"US Securities Act" the US Securities Act of 1933, as
amended, and rules and regulations
promulgated thereunder;
"Vista" Vista Equity Partners;
"Wider Aptean Group" Aptean Bidco and associated undertakings
and any other body corporate, partnership,
joint venture or person in which Aptean
Bidco and such undertakings (aggregating
their interests) have a Significant
Interest; and
"Wider Sanderson Group" Sanderson and associated undertakings
and any other body corporate, partnership,
joint venture or person in which Sanderson
and such undertakings (aggregating
their interests) have a Significant
Interest.
For the purposes of this Announcement, "subsidiary", "subsidiary
undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
All references to "US$", "$" and "US Dollars" are to the lawful
currency of the United States.
All the times referred to in this Announcement are London times
unless otherwise stated.
References to the singular include the plural and vice
versa.
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.
END
OFFPBMATMBMMMRL
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