TIDMSND
RNS Number : 9853J
Aptean Limited
22 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
FOR IMMEDIATE RELEASE
22 August 2019
RECOMMED CASH OFFER
for
SANDERSON GROUP PLC
by
APTEAN LIMITED
Update on Debt Financing Arrangements
On 1 August 2019 the boards of Sanderson Group Plc ("Sanderson")
and Aptean Limited ("Aptean Bidco") announced that they had agreed
the terms of a recommended cash acquisition by Aptean Bidco
pursuant to which Aptean Bidco will acquire the entire issued and
to be issued share capital of Sanderson (the "Acquisition"), to be
effected by means of a court-sanctioned scheme of arrangement under
Part 26 of the Companies Act. On 8 August 2019 a scheme circular
was published containing the full terms and conditions of the
Acquisition (the "Scheme Document"). Capitalised terms in this
Announcement, unless otherwise defined, have the same meanings
given to them in the Scheme Document.
Aptean Bidco announces that on 21 August 2019, Aptean, Inc.
("Aptean"), entered into (i) a joinder and supplement to the First
Amendment to First Lien (the "First Lien Joinder and Supplement"),
with Aptean Acquiror Inc (together with Aptean, the "Borrower"),
Aptean Bidco, Peach Funding Corporation ("Peach Funding"),Golub
Capital Markets LLC ("Golub") and other affiliates of Golub, (ii) a
joinder and supplement to the First Amendment to Second Lien (the
"Second Lien Joinder and Supplement") with Aptean Acquiror Inc,
Aptean Bidco, Peach Funding and Golub, and (iii) an amended and
restated fee letter (the "A&R Fee Letter") with Golub and Gator
Intermediate Holdco (UK) Ltd.
The First Lien Joinder and Supplement reallocates the commitment
of Peach Funding to provide the term loans under the First
Amendment to First Lien (the "First Lien Term Loans") to Peach
Funding and other affiliates of Golub, and confers the title of
joint lead arranger and joint bookrunner to Macquarie Capital (USA)
Inc. ("Macquarie") in respect of the First Lien Term Loans. The
aggregate amount of the commitments in respect of the First Lien
Term Loans under the First Amendment to First Lien remains
unchanged.
The Second Lien Joinder and Supplement confers the title of
joint lead arranger and joint bookrunner to Macquarie in respect of
the term loans under the First Amendment to Second Lien (the
"Second Lien Term Loans"). The aggregate amount of the commitments
in respect of the Second Lien Term Loans under the First Amendment
to Second Lien remains unchanged.
The A&R Fee Letter, among other things, removes the
syndication cooperation and market flex provisions and documents
the fees payable to Golub and the lenders that received allocations
of the Term Facilities in syndication, which was completed on 15
August 2019.
The First Lien Joinder and Supplement, the Second Lien Joinder
and Supplement and the A&R Fee Letter will be made available on
Sanderson's website at https://www.sanderson.com and Aptean Bidco's
website at https://www.aptean.com.
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)
Dominic Emery / Zishaan Arshad
Joe Donnelly / George Watson
Tel: +44 (0) 203 798 5700
Sanderson Group Plc
Christopher Winn, Chairman
Tel: +44 (0) 247 628 4325
N+1 Singer (Financial Adviser, Nominated Adviser and Corporate
Broker to Sanderson)
Mark Taylor
James White
Iqra Amin
Tel: +44 (0) 207 496 3069
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 the 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
the Scheme 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 the
Scheme 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 the
Scheme Document, any statement contained herein or otherwise.
Further Information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise nor shall
there be any sale, issuance or transfer of securities of Sanderson
in any jurisdiction in contravention of applicable law. The
Acquisition will be made solely pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document), which contains 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, if applicable, the Takeover Offer), or other response
in relation to, the Acquisition should be made only on the basis of
the information contained in the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the offer
document). Each Sanderson Shareholder is strongly advised to
consult his independent professional adviser immediately regarding
the tax consequences of the Acquisition applicable to him.
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 are 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.
Disclosure requirements of the Takeover 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 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3:30 pm (London time) on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the 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.
Publication on website
This Announcement will be made available, subject to any
applicable restrictions relating to persons resident in Restricted
Jurisdictions, on Sanderson's website at https://www.sanderson.com
and Aptean Bidco's website at https://www.aptean.com, in accordance
with Rule 26.1 of the Code. The content of the websites referred to
in this announcement are not incorporated into and do not form part
of this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPCKBDQPBKDOFB
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