TIDMSOG
RNS Number : 0813N
StatPro Group PLC
20 September 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 OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
20 September 2019
RECOMMED CASH OFFER
for
StatPro Group plc ("StatPro")
by
Ceres Bidco Limited ("Bidco")
a wholly owned subsidiary of Confluence Technologies, Inc.
to be effected by means of a scheme of arrangement under Part 26
of the Companies Act 2006
Summary
-- The boards of directors of Confluence and StatPro are pleased
to announce they have reached agreement on the terms of a
recommended all cash offer pursuant to which Bidco will acquire the
entire issued and to be issued ordinary share capital of StatPro
(the "Acquisition").
-- Bidco is an English incorporated company formed within the
group of (and under common control with) Confluence Technologies,
Inc. ("Confluence") and ultimately controlled by funds managed and
advised by TA Associates.
-- Under the terms of the Acquisition, each StatPro Shareholder will be entitled to receive:
for each StatPro Share held 230 pence in cash
-- The Acquisition values the entire issued and to be issued
share capital of StatPro at approximately GBP161.1 million on a
fully diluted basis. The Acquisition Price represents a premium of
approximately:
-- 54.9 per cent. to the Closing Price of 148.5 pence per
StatPro Share on 19 September 2019, the Business Day prior to the
date of this Announcement;
-- 57.3 per cent. to the volume weighted average Closing Price
of 146.2 pence per StatPro Share for the three months to 19
September 2019, the Business Day prior to the date of this
Announcement; and
-- 76.4 per cent. to the volume weighted average Closing Price
of 130.4 pence per StatPro Share for the six months to 19 September
2019, the Business Day prior to the date of this Announcement.
-- The Acquisition is intended to be effected by means of a
scheme of arrangement under Part 26 of the Companies Act (the
"Scheme") (or if Bidco elects, with the consent of the Panel, by
way of a Takeover Offer).
-- The boards of directors of Confluence and StatPro believe
that there are strong strategic reasons for combining the two
groups with their complementary geographic reach and products, and
that this combination has the potential to deliver benefits to
customers and other stakeholders.
-- The StatPro Directors, who have been so advised by Panmure
Gordon as to the financial terms of the Acquisition, unanimously
consider the terms of the Acquisition to be fair and reasonable. In
providing its advice to the StatPro Directors, Panmure Gordon has
taken into account the commercial assessments of the StatPro
Directors. Panmure Gordon is providing independent financial advice
to the StatPro Directors for the purposes of Rule 3 of the
Code.
-- Accordingly, the StatPro Directors intend to recommend
unanimously that StatPro Shareholders vote in favour of the Scheme
at the Court Meeting and the Special Resolution at the General
Meeting, as the StatPro 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 10,404,138 StatPro Shares,
in total representing approximately 15.8 per cent. of the issued
share capital of StatPro as at the Last Practicable Date.
-- In addition, Bidco has received support for the Acquisition
from StatPro Shareholders holding 32,555,698 StatPro Shares, in
total representing approximately 49.4 per cent. of the issued share
capital of StatPro (as at the Last Practicable Date). Such StatPro
Shareholders have either given irrevocable undertakings or letters
of intent to vote in favour of the Scheme at the Court Meeting and
the Special Resolution to be proposed at the General Meeting.
-- Bidco has therefore received irrevocable undertakings or
letters of intent to vote in favour of the Scheme, in respect of a
total of 42,959,836 StatPro Shares representing, in aggregate,
approximately 65.2 per cent. of the issued share capital of StatPro
as at the Last Practicable Date.
-- Further details of these irrevocable undertakings and letters
of intent are set out in Appendix III to this Announcement.
-- The Scheme Document will include further information about
the Acquisition, together with notices of the Court Meeting and the
General Meeting and the expected timetable of the Scheme, and will
specify the actions recommended to be taken by StatPro
Shareholders. The Scheme Document will be sent to StatPro
Shareholders as soon as reasonably practicable and, in any event
(save with the consent of the Panel), within 28 days of this
Announcement and will be made available by StatPro at
www.statpro.com/investors/announcement and Bidco at
https://www.confluence.com/confluence-statpro (subject to certain
restrictions in relation to persons in Restricted
Jurisdictions).
-- The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix I to this Announcement.
-- The Scheme is expected to become Effective in the fourth
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.
Comments on the Acquisition
Commenting on the Acquisition, Rory Curran, Non-Executive
Chairman of StatPro said:
"Confluence is an excellent and complementary partner both in
terms of geographical disposition and product capabilities. The
combined entity will offer asset managers and fund administrators a
more comprehensive range of support services and analytics on one
platform. For shareholders, this transaction values StatPro at a
very attractive premium of 54.9 per cent. to StatPro's last closing
share price. For our colleagues around the world, Confluence, who
we have got to know well, have indicated that they plan to invest
in StatPro and with their substantial resources will provide a
wider range of opportunities."
Commenting on the Acquisition, Mark Evans, Chief Executive
Officer of Confluence, said:
"We at Confluence have long respected the spirit of innovation
and reputation of excellence that is StatPro. With a deeply
complementary product set, and a diverse geographic footprint, the
combined companies have an opportunity to both better serve our
clients and continue both organizations' history of creating truly
innovative, transformative products that our industry has come to
value. We are committed to working together to create a company
that continues to help define the future of asset management."
Commenting on the Acquisition, Jonathan W. Meeks, a Managing
Director at TA Associates and a member of the board of directors of
Confluence, said:
"TA Associates is delighted to support Confluence's acquisition
of StatPro, a combination that we believe offers a significant
opportunity to drive creativity and value to the asset servicing
market. We expect that Confluence and StatPro's unique blend of
subject-matter expertise, global reach and cultural fit will create
further value not only for their customers and partners around the
globe, but also for the industry as a whole."
General
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 of the Acquisition and the Scheme 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 and bases of calculation for certain
information contained in this Announcement. Appendix III to this
Announcement contains a summary of the irrevocable undertakings and
letters of intent 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 Acquisition 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 StatPro and its securities.
Enquiries:
Confluence / Bidco Tel: +1 412 802 8632
Mark Evans, CEO
Oakley Advisory (Financial Adviser to Confluence Tel: +44 (0) 20 7766
and Bidco) 6900
Chris Godsmark / Marc Jones / Max Gilbert
StatPro Group plc Tel: +44 (0) 20 8410
9876
Justin Wheatley / Andrew Fabian
Marlin & Associates (Financial Adviser to Tel: +1 212 257 6300
StatPro)
Ken Marlin
Panmure Gordon (Financial Adviser, Rule 3 Tel: +44 (0) 20 7886
Adviser, Nominated Adviser and Broker to 2500
StatPro)
Freddy Crossley / Fabien Holler / Toby Rolls
/ James Stearns
Instinctif Partners (PR Adviser to StatPro) Tel: +44 (0) 20 7457
2020
Adrian Duffield / Kay Larsen / Chantal Woolcock
K&L Gates LLP is providing legal advice to Bidco.
Fieldfisher LLP is providing legal advice to StatPro.
Important notices
Oakley Advisory, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser to Confluence and Bidco and for no one else in
connection with the Acquisition or any matters referred to in this
Announcement and will not be responsible to anyone other than Bidco
for providing the protections afforded to its clients nor for
providing advice in relation to the Acquisition, the contents of
this Announcement or any other matters referred to in this
Announcement.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as financial
adviser, nominated adviser and broker to StatPro and for no one
else in connection with the Acquisition or any matters referred to
in this Announcement and will not be responsible to anyone other
than StatPro for providing the protections afforded to its clients
nor for providing advice in relation to the Acquisition, the
contents of this Announcement or any other matters referred to in
this Announcement.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer,
invitation, inducement or the solicitation of an offer to purchase
or otherwise acquire, subscribe for, sell or otherwise dispose of
or exercise rights in respect of any securities, or the
solicitation of any vote or approval of an offer to buy securities
in any jurisdiction (pursuant to the Acquisition or otherwise) nor
shall there be any sale, issuance or transfer of any securities
pursuant to the Acquisition in any jurisdiction in contravention of
any applicable laws.
The Acquisition will be made solely by means of the Scheme
Document or any document by which the Takeover Offer is made, which
will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Scheme. Any
decision, vote or other response in respect of the Acquisition
should be made only on the basis of information contained in the
Scheme Document. StatPro will prepare the Scheme Document to be
distributed to StatPro Shareholders at no cost to them. StatPro
Shareholders are advised to read the formal documentation in
relation to the Acquisition carefully once it becomes available
because it will contain important information relating to the
Acquisition.
This Announcement does not constitute a prospectus or
prospectus-equivalent document.
This Announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
certain jurisdictions other than the United Kingdom may be
restricted by law and the ability of StatPro Shareholders who are
not resident in the United Kingdom to participate in the
Acquisition may be restricted by the laws and/or regulations of
those jurisdictions. In particular, the ability of persons who are
not resident in the United Kingdom to vote their Scheme Shares with
respect to the Scheme at the Court Meeting or with respect to the
Special Resolution at the General Meeting, or to execute and
deliver Forms of Proxy appointing another to vote at the Court
Meeting and/or General Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
Therefore, any persons who are subject to the laws and regulations
of any jurisdiction other than the United Kingdom or StatPro
Shareholders who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable requirements in
their jurisdiction. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction.
The Acquisition will not be made, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws of that jurisdiction and no person may vote in favour of
the Acquisition by any use, means, instrumentality or form within a
Restricted Jurisdiction or any other 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 or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any Restricted
Jurisdiction.
Further details in relation to StatPro Shareholders in overseas
jurisdictions will be contained in the Scheme Document.
Notice to US investors
StatPro Shareholders in the United States should note that the
Acquisition relates to the securities of a company organised under
the laws of England and Wales and is proposed to be effected by
means of a scheme of arrangement under the laws of England and
Wales. This Announcement, the Scheme Document and certain other
documents relating to the Acquisition have been or will be prepared
in accordance with English law, the Code and UK disclosure
requirements, format and style, all of which differ from those in
the United States. 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. Accordingly, the
Acquisition is subject to the disclosure requirements of and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements of the
United States tender offer and proxy solicitation rules.
None of the securities referred to in this Announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this document. Any representation to the contrary is a
criminal offence in the United States.
StatPro's financial statements, and all financial information
that is included in this Announcement or that may be included in
the Scheme Document, or any other documents relating to the
Acquisition, have been or will be prepared in accordance with
International Financial Reporting Standards and may not be
comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles.
Forward Looking Statements
This Announcement contains certain statements about Bidco and
StatPro that are, or may be deemed to be, "forward-looking
statements" which are prospective in nature. All statements other
than statements of historical fact, are or may be deemed to be,
forward-looking statements. Forward-looking statements are based on
current expectations and projections about future events and are
therefore subject to known and unknown risks and uncertainties
which could cause actual results, performance or events to differ
materially from the future results, performance or events expressed
or implied by the forward-looking statements. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims",
"projects", "goal", "objective", "outlook", "risks", "seeks" or
words or terms of similar substance or the negative thereof, as
well as variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should",
"would", "might", "probably" or "will" be taken, occur or be
achieved. Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future
expectations.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
Announcement. Any forward-looking statements made in this
Announcement on behalf of Bidco or StatPro are made as of the date
of this Announcement based on the opinions and estimates of
directors of Bidco and StatPro, respectively. Each of Bidco and
StatPro and their respective members, directors, officers,
employees, advisers and any person acting on behalf of one or more
of them, expressly disclaims any intention or obligation to update
or revise any forward-looking or other statements contained in this
Announcement, whether as a result of new information, future events
or otherwise, except as required by applicable law. Neither Bidco,
StatPro nor their respective members, directors, officers or
employees, advisers or any person acting on their behalf, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this Announcement will actually occur.
No forward-looking or other statements have been reviewed by the
auditors of Bidco or StatPro. All subsequent oral or written
forward-looking statements attributable to Bidco, StatPro or to any
of their respective members, directors, officers, advisers,
employees or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
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.
No profit forecasts or estimates
Nothing in this Announcement is intended or shall be deemed to
be a forecast, projection or estimate of the future financial
performance of Bidco or StatPro for any period and no statement in
this Announcement should be interpreted to mean that cash flow from
operations, earnings, or earnings per share or income for the
current or future financial years would necessarily match or exceed
the historical published cash flow from operations, earnings,
earnings per share or income of StatPro.
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) of the Code applies must be made by no
later than 3:30 p.m. (London time) on the 10(th) Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3:30 p.m. (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 of the Code. 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 p.m. (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 normally be deemed to be a
single person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 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 contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website and availability of hard copies
A copy of this Announcement and the display documents required
to be published pursuant to Rule 26.1 of the Code will be made
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on StatPro's
website at www.statpro.com/investors/announcement and on Bidco's
website at https://www.confluence.com/confluence-statpro by no
later than 12 noon (London time) on the Business Day following this
Announcement. 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.
Any person who is required to be sent a copy of this
Announcement under the Code, and who has not received a hard copy
of it, may request a hard copy of this Announcement (and any
information incorporated by reference in this Announcement) by
submitting a request in writing to Link Asset Services, The
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by calling
Link Asset Services on 0871 664 0300 or +44 (0) 371 664 0300 if
calling from outside the United Kingdom. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. The helpline is open between 8:30 a.m. and 5:30 p.m., Monday
to Friday excluding public holidays in England and Wales. Please
note that Link Asset Services cannot provide any financial, legal
or tax advice and calls may be recorded and monitored for security
and training purposes.
Save as otherwise referred to above, a hard copy of this
Announcement will not be sent unless requested. Any such person may
also request that all future documents, announcements and
information in relation to the Acquisition should be sent to them
in hard copy form.
Relevant securities in issue
In accordance with Rule 2.9 of the Code, StatPro confirms that,
as at the date of this Announcement, its current issued share
capital comprises 65,869,937 ordinary shares of 1 pence each. In
addition, StatPro holds 3,033,713 StatPro Shares in treasury. The
International Securities Identification Number for StatPro Shares
is GB0006300213.
Electronic communications
Please be aware that all addresses, electronic addresses (if
any) and certain other information provided by the StatPro
Shareholders, persons with information rights and other relevant
persons for the receipt of communications from StatPro may be
provided to offerors (including 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.
General
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 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 appropriate authorised independent financial adviser.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
THE ANNOUNCEMENT CONTAINS INSIDE INFORMATION
20 September 2019
RECOMMED CASH OFFER
for
StatPro Group plc ("StatPro")
by
Ceres Bidco Limited ("Bidco")
a wholly owned subsidiary of Confluence Technologies, Inc.
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 Confluence and StatPro are pleased to
announce they have reached agreement on the terms of a recommended
all cash offer pursuant to which Bidco will acquire the entire
issued and to be issued ordinary share capital of StatPro (the
"Acquisition"). The Acquisition is intended to be effected by means
of a scheme of arrangement under Part 26 of the Companies Act.
Bidco is an English incorporated company within the corporate
group of (and under common control with) Confluence and ultimately
controlled by funds managed and advised by TA Associates.
2. The Acquisition
Under the terms of the Acquisition, which shall be subject to
the Conditions and Further Terms of the Acquisition and the Scheme
set out in Appendix I to this Announcement and to be set out in the
Scheme Document, StatPro Shareholders shall be entitled to
receive:
for each StatPro Share held 230 pence in cash
The Acquisition values the entire issued and to be issued share
capital of StatPro at approximately GBP161.1 million on a fully
diluted basis. The Acquisition Price represents a premium of
approximately:
-- 54.9 per cent. to the Closing Price of 148.5 pence per
StatPro Share on 19 September 2019, the Business Day prior to the
date of this Announcement;
-- 57.3 per cent. to the volume weighted average Closing Price
of 146.2 pence per StatPro Share for the three months to 19
September 2019, the Business Day prior to the date of this
Announcement; and
-- 76.4 per cent. to the volume weighted average Closing Price
of 130.4 pence per StatPro Share for the six months to 19 September
2019, the Business Day prior to the date of this Announcement.
Conditions to the Acquisition
The Acquisition will be subject to the Conditions and Further
Terms of the Acquisition and the Scheme set out in Appendix I to
this Announcement and which will be set out in the Scheme Document,
including:
-- the approval by a majority in number of Scheme Shareholders
voting at the Court Meeting, either in person or by proxy,
representing at least 75 per cent. in value of the Scheme Shares
voted;
-- the approval by StatPro Shareholders of the Special
Resolution in connection with the implementation of the Scheme, by
the requisite majority at the General Meeting;
-- the sanction of the Scheme by the Court;
-- the Scheme becoming Effective by no later than the Long Stop Date; and
-- the satisfaction of the other Conditions listed in Appendix I to this Announcement.
3. Background to and reasons for the Acquisition
StatPro is a highly respected and well-known vendor of
performance and attribution, portfolio analysis and other data and
risk support services to asset managers and administrators
worldwide, as evidenced by the high customer retention rates seen
across its customer base. Bidco believes that there is considerable
strategic overlap between the respective businesses of Confluence
and StatPro and clear opportunities to further develop the combined
business across the UK, Continental Europe, North America and
Asia.
Bidco believes that, with investment, the Acquisition represents
an opportunity to achieve greater client penetration for
Confluence' regulatory reporting and investor communications
products and services in the end markets in which StatPro has
established long-standing relationships and an excellent
reputation. Furthermore, Confluence anticipates enabling StatPro to
achieve greater market penetration of its products and services in
the North American market. When combined, the product and service
suite offered to asset managers and administrators will offer
compelling value to asset servicers and managers the world
over.
The Acquisition also brings Confluence greater scale in markets
outside the United States. Bidco believes that StatPro presents a
platform from which to grow Confluence's geographic reach, with the
European market being a key strategic focus for Confluence.
4. Recommendation by StatPro Directors
The StatPro Directors, who have been so advised by Panmure
Gordon as to the financial terms of the Acquisition for the
Purposes of Rule 3 of the Code, unanimously consider the terms of
the Acquisition to be fair and reasonable. In providing advice to
the StatPro Directors, Panmure Gordon has taken into account the
commercial assessments of the StatPro Directors.
The StatPro Directors intend to recommend unanimously that
StatPro Shareholders vote in favour of the Scheme at the Court
Meeting and the Special Resolution at the General Meeting, as they
have irrevocably undertaken to do in respect of their entire
beneficial holdings of StatPro 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 10,404,138 StatPro Shares, representing approximately
15.8 per cent. of the issued ordinary share capital of StatPro as
at the Last Practicable Date.
5. Background to and reasons for the StatPro Directors' recommendation
The StatPro Directors believe that the combined entities of
Confluence and StatPro will create a leading supplier of services
to the asset management and fund administration market. Significant
synergies can be achieved by the combination, and new product
distribution and cross selling opportunities will become possible
that were not possible for StatPro on a stand-alone basis.
StatPro has made a significant investment building an industry
leading cloud-based analytics platform Revolution for the asset
management industry. The board of StatPro has determined that now
the development cycle of this platform has been completed, the key
requirement for StatPro is to expand its distribution capacity,
especially in the important U.S. market to gain greater market
penetration. Whilst investing further in StatPro's distribution was
one option reviewed, the board considered that successful market
penetration could be achieved at less risk by finding a partner
that already had complementary products and distribution in the
U.S. market.
The StatPro Directors believe that a combination with Confluence
offers a significant opportunity for expansion both in terms of
complementary products, and geographic reach. StatPro has
approximately 30% of its revenue in North America, 55% in Europe
and 15% in South Africa and the Pacific. Confluence generates a
significant majority of its revenue in North America. The Directors
of StatPro believe that the Enlarged Confluence Group will have a
broader international sales network and enhanced US distribution.
In terms of complementary product offering StatPro, computes
performance and risk in precise detail, while Confluence offers
process software that uses performance and risk data from other
sources to provide regulatory services in US and European markets.
The StatPro Directors believe the Enlarged Confluence Group will
provide a complementary product offering to clients. Additionally,
there are cross-selling opportunities as StatPro targets fund
administrators to expand its market penetration and Confluence has
8 of the top 10 global retail fund service providers as clients,
providing a strong platform for further penetration of StatPro's
products.
The StatPro Directors believe that the strategic value of the
combination is reflected in the Acquisition Price. The Acquisition
Price represents a premium of:
-- 54.9 per cent. to the Closing Price of 148.5 pence per
StatPro Share on 19 September 2019, the Business Day prior to the
date of this Announcement;
-- 57.3 per cent. to the volume weighted average Closing Price
of 146.2 pence per StatPro Share for the three months to 19
September 2019, the Business Day prior to the date of this
Announcement; and
-- 76.4 per cent. to the volume weighted average Closing Price
of 130.4 pence per StatPro Share for the six months to 19 September
2019, the Business Day prior to the date of this Announcement.
The Acquisition therefore provides an opportunity for StatPro
Shareholders to exit their investment at a substantial premium to
the current StatPro share price level.
Accordingly, the StatPro Directors intend to recommend
unanimously that StatPro Shareholders vote in favour of the Scheme
at the Court Meeting and the Special Resolution at the General
Meeting, as the StatPro Directors have irrevocably undertaken to do
in respect of their own beneficial holdings.
6. Irrevocable Undertaking and Letters of Intent
Bidco has also received an irrevocable undertaking and letters
of intent from certain other StatPro Shareholders to vote (or to
procure the voting) in favour of the Scheme at the Court Meeting
and the Special Resolution to be proposed at the General Meeting in
respect of a total of 32,555,698 StatPro Shares, representing, in
aggregate, approximately 49.4 per cent. of the share capital of
StatPro in issue on the Last Practicable Date.
Further details of the irrevocable undertaking and letters of
intent, including the circumstances in which they may lapse, are
set out in Appendix III to this Announcement.
7. Information on Bidco and Confluence
Bidco
Bidco is a company limited by shares, incorporated on 13
September 2019 under the laws of England and Wales for the purpose
of implementing the Acquisition. Bidco has not traded since the
date of its incorporation and has not entered into any obligations
other than in connection with the Acquisition and its financing.
Bidco is a wholly-owned direct subsidiary of Confluence. The
directors of Bidco are Mark Stephen Evans and Frederick
Winston.
Confluence
Founded in 1991, Confluence is a private company offering
financial services data management software platforms that offer
mission-critical, trusted and innovative regulatory, investor
communications and performance reporting solutions to the global
asset management industry. Eight of the top 10 global retail fund
service providers license Confluence products and all of the top 10
global asset managers have business processes automated through
Confluence. Headquartered in Pittsburgh, Pennsylvania, Confluence
serves the international fund industry with locations in Ho Chi
Minh City, London and Luxembourg.
Both Bidco and Confluence are ultimately controlled by funds
managed and advised by TA Associates. In March 2018, TA Associates
completed a majority investment in Confluence.
For the last financial year to 31 December 2018, Confluence and
its direct and indirect subsidiary undertakings had more than $50
million of consolidated revenues.
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 or TA Associates Cayman, Ltd., an
exempted company incorporated in the Cayman Islands with limited
liability (collectively referred to as, 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.
8. Information on StatPro
StatPro Group is a publicly traded company on AIM
(www.statpro.com) that provides cloud-based portfolio analytics,
asset data services and data management tools for the global asset
management industry and asset management service providers.
The Group has 10 offices in Europe, North America, South Africa
and Australia, servicing in excess of 450 clients in 38 countries.
It is organised into three divisions: Revolution, Source: StatPro
and Infovest.
Revolution is a global provider of award-winning portfolio
analytics solutions. The cloud-based platform offers vital analysis
of portfolio performance, attribution, risk and compliance.
Revolution helps clients reduce costs, improve client communication
and control investment decisions.
Source: StatPro is a global market data business and provides
Data-as-a-Service to Revolution to enable analytics. The division's
integrated and global data coverage includes millions of securities
covering the full range of financial instruments and
benchmarks.
Infovest supplies data management solutions for the global asset
management market, including data warehouse technology, ETL,
compliance and reporting tools as well as portfolio management
solutions.
9. Intentions with regards to the business, employees, research
and development and locations
StatPro's Business
Bidco has been granted access to StatPro's senior management
team for the purpose of undertaking confirmatory due diligence.
This has enabled Bidco to develop a preliminary strategy that it
anticipates delivering for the StatPro business. Upon the
Acquisition becoming Effective, Bidco will benefit from having
greater access to the business, employees and customers of StatPro
and will be able to formulate more detailed long-term strategic and
operational plans for the Enlarged Confluence Group.
Bidco anticipates more detailed long-term strategic and
operational planning in the six months following the Effective
Date. This will include plans to integrate StatPro and Confluence
product offerings to create additional value for current and
potential customers, leverage Confluence' customer relationships to
extend the reach and penetration of StatPro's current products and
services, especially in North America, continue to invest in
StatPro's product offerings and to align employees and management
with these initiatives.
From the due diligence that Bidco has been able to conduct to
date, Bidco believes that StatPro is a well-positioned business
that will make an excellent partner for Confluence as it advances
its European and international growth strategy organically and
through acquisition. Bidco also recognises that StatPro's three
divisions, Revolution, Source: StatPro and Infovest, each serves a
different function, having differing degrees of adjacency or
connection to existing Confluence products and services, and may
result in the development of separate, focused strategies for each
division.
StatPro's organisational structure complements Confluence's
structure, which focuses on three core segments: Performance,
Investor Communications and Regulatory Reporting. Therefore, where
StatPro and Confluence have complementary industry domain
knowledge, Bidco intends to share this actively across the Enlarged
Confluence Group in order to benefit from its increased scale and
international reach.
Revolution Division
StatPro's Revolution Division complements Confluence's existing
product suite. As a result, the integration of Confluence's
existing product suite and platforms with StatPro's Revolution
platform is a high priority initiative.
Bidco intends to continue to support and service all existing
StatPro software and has no current intentions to migrate StatPro's
customers to new product platforms.
Source: StatPro Division
StatPro's Source: StatPro Division has some overlap and
adjacencies with Confluence's existing operations, however
Confluence does not currently offer its customers the breadth and
depth of StatPro's data offering. Bidco therefore believes that the
Source: StatPro Division may be an attractive offering to
Confluence's customers once part of the Enlarged Confluence Group
and, in addition, may be able to source and provide data directly
to existing Confluence customers if integrated with Confluence'
Regulatory Reporting and Investor Communications platforms. This
will be further explored as part of the post-Effective Date review,
which will include:
-- reviewing the strategy and capabilities of the Source:
StatPro Division and its product and service offerings, including
the data covered and managed, automated services offered, customers
served, pricing and cost structures;
-- an in-depth review of the competitive market standing of the Source: StatPro Division;
-- the identification of opportunities for additional investment
in the data managed and covered by the Source: StatPro Division,
with the objective being to drive profitable growth within the
Source: StatPro Division; and
-- the rationalisation of any overlap that is identified in data
coverage in the Enlarged Confluence Group.
Infovest Division
Bidco believes that the Infovest Division will require its own
focused strategy as part of the Enlarged Confluence Group. This
will be further explored as part of the post-Effective Date review,
which will include:
-- reviewing the strategy of the Infovest Division, including
its current product capabilities, customers served, pricing and
cost structures;
-- an in-depth review of the competitive market standing of the
Infovest Division, including whether integrating or utilizing
additional Confluence technology or data management expertise may
allow it to deliver and capture additional value from existing
customers and present a more attractive product offering to
potential customers; and
-- the identification of opportunities for additional investment
in the software and services provided by the Infovest Division,
with the objective being to drive profitable growth within the
Infovest Division.
StatPro's sales function has limited geographical overlap with
Confluence, but Confluence anticipates achieving greater sales
success and accelerating channel sales across the Enlarged
Confluence Group by leveraging StatPro's deep, long-standing
customer relationships and sales expertise outside North America
with Confluence's similar customer relationships and sales
expertise in the United States. By leveraging the expertise and
combined and integrated technology offerings of the Enlarged
Confluence Group after the Effective Date, the Enlarged Confluence
Group will be able to create new and larger compelling product
offerings to StatPro's and Confluence' existing and potential
customers.
Bidco intends to integrate the Enlarged Confluence Group's
procurement capabilities to provide greater purchasing power to the
StatPro Group.
It is anticipated that the Enlarged Confluence Group will
continue to use StatPro's brand name and associated brands for at
least twelve months after the Effective Date, whilst Confluence
assesses the value of StatPro's brands and decides whether it will
continue or discontinue their use.
Bidco and the Confluence Group intend to invest both organically
and potentially via acquisitions to expand this market position.
Acquisitions could involve smaller companies that fit within
StatPro's existing offering or larger companies that sit adjacent
to StatPro and Confluence (in terms of geography and/or product and
service offerings).
Once StatPro ceases to be a listed company, Bidco will also
perform a full review of StatPro'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 Confluence Group and may also lead
to the identification of surplus headcount where there is
unnecessary duplication or where operational efficiencies can be
achieved.
Bidco intends to maintain StatPro's existing corporate
headquarters in London. In conjunction with the aforementioned
review of functions, Bidco will also perform a full review of
StatPro's nine 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. Bidco has no intentions to redeploy the fixed assets of
StatPro.
Research and Development
Bidco will perform a full review of StatPro'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, highly valued
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 Confluence Group's existing research
and development functions.
Employees
Bidco attaches great importance to the skills and experience of
StatPro's employees, including its management team. Bidco believes
that the Acquisition will generally result in greater opportunities
for StatPro's staff as part of the Enlarged Confluence Group,
particularly in terms of activities that pertain to developing the
world-leading, cloud-based performance and analytics solution
fit-to-purpose for every global asset manager and asset servicer or
administrator, integrating StatPro's existing data business with
Confluence's existing Regulatory Reporting platform and expanding
the market position of Confluence's existing software solutions in
the UK and across Europe.
Following the Acquisition becoming Effective, Bidco intends to
review the management, governance and incentive structure of
StatPro. Bidco has confirmed that it will adopt and move forward
with pay schemes for employees currently in place and that annual
objectives for bonus eligible employees will likely be redefined to
align with new annual and longer-term strategies.
Save as set out in paragraph 13 below, 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 StatPro'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
StatPro 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 StatPro's
support, technical, sales, corporate and research and development
functions, Bidco would intend to reduce StatPro's headcount where
any duplications or efficiencies are identified. It is considered
likely that a number of corporate and support functions, including
certain functions related to StatPro's status as a publicly listed
company, may require reduced headcount.
Bidco does not expect or intend this further review to have a
material impact on the employee base, balance of skills and
functions at StatPro.
Non-executive directors
It is intended that each of the non-executive directors of
StatPro will resign upon and with effect from the Effective Date
(or, in the event that the Acquisition is implemented by a Takeover
Offer, upon or shortly following the Takeover Offer becoming or
being declared wholly unconditional).
Pensions
Bidco recognises the importance of the StatPro Group's pension
obligations and of ensuring that its pension schemes are
appropriately funded in accordance with statutory requirements.
The StatPro Group operates defined contribution pension
arrangements in respect of its employees in the United Kingdom.
Save as may be required under legislation, Bidco does not currently
plan to make any changes to the terms of such defined contribution
pension arrangements.
Trading facilities
StatPro Shares are currently admitted to trading on AIM. As set
out in paragraph 15 of this Announcement, it is expected that,
prior to the Effective Date, StatPro will make an application to
the London Stock Exchange to effect the cancellation of the trading
on AIM of the StatPro Shares to take effect on or shortly after the
Effective Date.
Corporate reorganisation
Bidco is considering the possibility of a corporate
reorganisation of the StatPro Group following the Effective Date,
in order to make its corporate structure more efficient. If
implemented, this would result in Bidco becoming the immediate
holding company of the current StatPro Group in place of StatPro,
with the Company undertaking a solvent liquidation. If implemented,
any such re-organisation would not have any impact on the business
of the StatPro Group or result in any headcount reduction nor alter
any of Bidco's above stated intentions in any way.
Impact of the Acquisition on Confluence
Other than as described above, the Acquisition is not
anticipated to have any impact on the Confluence Group's business,
its employees or management.
No statements in this paragraph 9 are "post-offer undertakings"
for the purposes of Rule 19.5 of the Code.
10. Financing arrangements
The cash consideration payable by Bidco pursuant to the
Acquisition will be funded through a combination of a GBP52.5
million irrevocable standby letter of credit provided by Silicon
Valley Bank in favour of Bidco and with third-party debt of $180.0
million incurred by Confluence and on-lent to Bidco through
intercompany loan arrangements. Such third-party debt is to be
provided under incremental term facilities to Confluence's existing
credit facilities and arranged by Golub Capital LLC.
Oakley Advisory, in its capacity as financial adviser to Bidco,
is satisfied that sufficient resources are available to Bidco to
enable it to satisfy, in full, the cash consideration payable to
StatPro Shareholders under the terms of the Acquisition.
11. Structure of the Acquisition and the Scheme Document
Scheme
It is intended that the Acquisition will be effected by a
Court-sanctioned scheme of arrangement between StatPro and the
Scheme Shareholders under Part 26 of the Companies Act. Bidco
reserves the right to elect to implement the Acquisition by way of
a Takeover Offer (with the consent of the Panel).
The purpose of the Scheme is to enable Bidco to become the owner
of the whole of the issued and to be issued share capital of
StatPro.
Under the Scheme, the Scheme Shares will be transferred to Bidco
in consideration for which the Scheme Shareholders will receive the
cash consideration on the basis set out in paragraph 2 of this
Announcement. The Scheme will be subject to the Conditions and
further terms referred to in Appendix I to this Announcement and to
be set out in the Scheme Document. The Acquisition will lapse if
the Scheme does not become Effective by the Long Stop Date.
Approval by the Court Meeting and the General Meeting
In order to become Effective, the Scheme requires:
(a) the approval of a majority in number of the Scheme
Shareholders who vote, representing not less than 75 per cent. in
value of the Scheme Shares voted, either in person or by proxy, at
the Court Meeting. At the Court Meeting, voting will be by poll and
not on a show of hands and, subject to the below, all Scheme
Shareholders, appearing on StatPro's register of members at the
Voting Record Time, will be entitled to vote at the Court Meeting
and to cast one vote for each Scheme Share held;
(b) the approval of not less than 75 per cent. of the votes
cast, either in person or by proxy, of the Special Resolution to be
proposed at the General Meeting (to be held directly after the
Court Meeting) necessary in order to implement the Scheme,
including to approve amendments to StatPro's articles of
association to ensure that any StatPro Shares issued after the
approval of the Scheme at the Court Meeting and the Scheme Record
Time will be (i) subject to the Scheme and (ii) automatically
acquired by Bidco (or its nominee(s)) on the same terms as under
the Scheme. This will avoid any person (other than Bidco or its
nominee(s)) being left with StatPro Shares after the Effective
Date. At the General Meeting, all StatPro Shareholders, appearing
on StatPro's register of members at the Voting Record Time, will be
entitled to vote on the Special Resolution and to cast one vote for
each StatPro Share held; and
(c) all of the other Conditions to be satisfied or (where applicable) waived.
Application to the Court to sanction the Scheme
Once the necessary approvals have been obtained at the StatPro
Meetings, and the other Conditions have been satisfied or (where
applicable) waived (save for the Conditions set out at paragraph
1(c) of Part A of Appendix I to this Announcement), in order for
the Scheme to be capable of becoming Effective, it must be
sanctioned by the Court at the Scheme Court Hearing.
The Scheme will only become Effective once a copy of the Scheme
Court Order is delivered to the Registrar of Companies.
Lapsing of the Acquisition
The Acquisition will lapse if, amongst other things:
(a) the approval of the requisite majorities of Scheme
Shareholders at the Court Meeting is not obtained on or before the
Long Stop Date; or
(b) the approval of the requisite majority of StatPro
Shareholders to pass the Special Resolution to be proposed at the
General Meeting is not obtained on or before the Long Stop Date;
or
(c) the sanction of the Scheme by the Court (without
modification or with modification on terms acceptable to Bidco and
StatPro) and the delivery of a copy of the Scheme Court Order to
the Registrar of Companies is not procured before the Long Stop
Date.
Scheme becoming Effective
Upon the Scheme becoming Effective, it will be binding on all
StatPro Shareholders, irrespective of whether or not they attended
or voted at the Court Meeting or the General Meeting, or whether
they voted in favour of or against the Scheme.
The Acquisition Price will be dispatched by Bidco to StatPro
Shareholders no later than 14 days after the Effective Date. Share
certificates in respect of StatPro Shares will cease to be valid
and entitlements to StatPro Shares held within the CREST system
will be cancelled.
Scheme Document
The Scheme Document will include full details of the Scheme,
together with notices of the Court Meeting and the General Meeting
and the expected timetable for the Scheme, and will specify the
action to be taken by StatPro Shareholders.
It is expected that the Scheme Document, together with the Forms
of Proxy, will be dispatched to StatPro Shareholders and, for
information only, to participants in the StatPro Share Option Plans
as soon as practicable and, in any event, within 28 days of the
date of this Announcement, unless Bidco and StatPro otherwise
agree, and the Panel consents, to a later date.
General
The Scheme will be governed by the laws of England and Wales.
The Scheme will be also subject to the applicable requirements of
the Code, the Panel, the AIM Rules, the London Stock Exchange and
the Financial Conduct Authority.
12. Disclosure of interests in StatPro Shares
Bidco will make a public Opening Position Disclosure setting out
details required to be disclosed by it under Rule 8.1(a) of the
Code.
Save in respect of the irrevocable undertakings and letters of
intent referred to in paragraphs 4 and 6 of this Announcement, as
at the Last Practicable Date neither Bidco, nor any of its
directors, nor, so far as Bidco is aware, any person acting in
concert (within the meaning of the Code) with Bidco had (i) any
interest in or right to subscribe for StatPro Shares; nor (ii) any
short positions in respect of relevant StatPro Shares (whether
conditional or absolute and whether in the money or otherwise),
including any short position under a derivative, any agreement to
sell, any delivery obligation or right to require another person to
purchase or take delivery; nor (iii) borrowed or lent any StatPro
Shares (including, for these purposes, any financial collateral
arrangements of the kind referred to in Note 4 on Rule 4.6 of the
Code); nor (iv) is a party to any dealing arrangement of the kind
referred to in Note 11 on the definition of acting in concert in
the Section C1 of the Code.
It has not been practicable for Bidco to make enquiries of all
of its concert parties in advance of the release of this
Announcement. Therefore, if Bidco becomes aware, following the
making of such enquiries, that any of its concert parties have any
such interests in relevant securities of StatPro, all relevant
details in respect of Bidco's concert parties will be included in
Bidco's Opening Position Disclosure in accordance with Rule 8.1(a)
and Note 2(a)(i) on Rule 8 of the Code, which must, unless there
are no such interests of which Bidco is aware, be made on or before
12 noon (London time) on 4 October 2019.
'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.
13. StatPro Share Option Plans and StatPro Growth Shares
Holders of options under the StatPro Share Option Plans will be
contacted regarding the effect of the Acquisition on their rights
under the StatPro Share Option Plans and appropriate proposals in
accordance with Rule 15 of the Code will be made to such persons.
Further details of those proposals will be set out in the Scheme
Document and in separate communications to be sent to participants
in the StatPro Share Option Plans.
The StatPro Growth Shares will convert into either ordinary
shares or deferred shares in accordance with the provisions of the
Company's articles of association. Those StatPro Growth Shares
(expected to be the A Shares) with a target share price higher than
the Acquisition Price will convert into ordinary shares, and those
StatPro Growth Shares (expected to be the B Shares and C Shares)
with a target price equal to or lower than the Acquisition Price
will convert into deferred shares.
14. Acquisition related arrangements
Confidentiality agreement
On 11 September 2019, Confluence and StatPro entered into a
confidentiality agreement in relation to the Acquisition, pursuant
to which each of Confluence and StatPro undertook, subject to
certain exceptions, to keep information relating to the other party
(the "Disclosing Party") and the Acquisition confidential, to use
such information solely for the agreed purposes in connection with
the Acquisition and not to disclose such information to third
parties. The obligations of Confluence and StatPro under the
confidentiality agreement terminate on the earlier of (i) the first
anniversary of the date of the agreement (ii) on written notice to
the Confluence or StatPro (as appropriate) by the Disclosing Party
(iii) on Confluence and StatPro entering into a further agreement
containing provisions concerning the confidentiality of the
confidential information and (iv) completion of the
Acquisition.
The confidentiality agreement also contains standstill
provisions which, subject to certain exceptions, restricts the
parties from using the confidential information to (i) deal in any
securities of StatPro (ii) deal in any securities whose price or
value may be related to or affected by the price or value of
StatPro's securities (iii) deal in any derivative products related
to any such securities or interests in any of them or (iv)
encourage another person to deal in such securities, until the
announcement of such confidential information by StatPro via a
regulatory information service.
15. Cancellation of admission to trading on AIM and re-registration
Prior to the Effective Date, StatPro will make an application to
the London Stock Exchange for the cancellation of the admission to
trading on AIM of the StatPro Shares to take effect on or shortly
after the Effective Date. It is intended that dealings in StatPro
Shares will be suspended at 5.00 p.m. (London time) on the Business
Day prior to the Effective Date.
Shortly after the Effective Date and the cancellation of the
admission to trading on AIM of the StatPro Shares, it is intended
that StatPro will be re-registered as a private limited company
pursuant to the relevant provisions of the Companies Act.
16. Documents available on website
Copies of the following documents will, in accordance with Rule
26.2 of the Code, be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on StatPro's website at
www.statpro.com/investors/announcement and on Confluence's website
at https://www.confluence.com/confluence-statpro by no later than
12 noon on the Business Day following the date of this Announcement
until the end of the Offer Period:
-- a copy of this Announcement;
-- the irrevocable undertakings and letters of intent referred to in paragraph 6 above;
-- the written consents of each of Oakley Advisory and Panmure
Gordon referred to in paragraph 19 below;
-- the documents relating to the financing of the Acquisition
referred to in paragraph 10 above; and
-- the confidentiality agreement described in paragraph 14 above.
17. Dividends
The StatPro Shares to be acquired under the Acquisition shall be
acquired fully paid and free from all liens, charges, equitable
interests, encumbrances, rights of pre-emption and any other rights
and interests of any nature whatsoever and together with all rights
now and hereafter attaching thereto, including voting rights and
the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid on or after the date
of this Announcement.
Further to the announcement of StatPro's interim results on 31
July 2019, in light of the Acquisition the board of StatPro has
taken the decision to no longer go ahead with the payment of the
interim dividend for the year ending 31 December 2019.
If any dividend or other distribution or return of value is
authorised, declared, made or paid in respect of StatPro Shares on
or after the date of this Announcement and prior to the Effective
Date, Bidco reserves the right to reduce the Acquisition Price by
an amount up to the per share amount of such dividend or other
distribution, except where the StatPro Shares are or will be
acquired pursuant to the Scheme on a basis which entitles Bidco to
receive the dividend, distribution or return of value and to retain
it.
If any such dividend, distribution or return of value is paid or
made after the date of this Announcement and Bidco exercises its
rights described above, any reference in this Announcement to the
consideration payable under the Scheme shall be deemed to be a
reference to the consideration as so reduced. Any exercise by Bidco
of its rights referred to in this paragraph 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 Scheme.
18. General
This Announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities.
The Acquisition and the Scheme will be subject to the Conditions
and certain further terms set out in Appendix I to this
Announcement and to the full terms and conditions to be set out in
the Scheme Document. Appendix II to this Announcement contains the
sources and bases of certain information contained in this
Announcement. Appendix III to this Announcement contains a summary
of the irrevocable undertakings received in relation to the
Acquisition. Appendix IV to this Announcement contains the
definitions of certain terms used in this Announcement.
Bidco reserves the right, subject to the prior consent of the
Panel, to elect to implement the Acquisition by way of a Takeover
Offer for the entire issued and to be issued share capital of
StatPro, as an alternative to the Scheme. In such an event, such
offer will be implemented on the same terms (subject to appropriate
amendments described in Part B of Appendix I to this Announcement),
so far as applicable, as those which would apply to the Scheme.
If the Acquisition is effected by way of a Takeover Offer and
such offer becomes or is declared unconditional in all respects and
sufficient acceptances are received, Bidco intends to exercise its
rights to apply the provisions of Chapter 3 of Part 28 of the
Companies Act to acquire compulsorily the remaining StatPro Shares
in respect of which the Takeover Offer has not been accepted.
Investors should be aware that Bidco may purchase StatPro Shares
otherwise than under any Takeover Offer or scheme of arrangement
relating to the Acquisition, such as in open market or privately
negotiated purchases.
The availability of any such Takeover Offer to persons not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Such persons should inform themselves about
and observe any applicable requirements.
19. Consents
Oakley Advisory has given and has not withdrawn its written
consent to the issue of this Announcement with the inclusion
therein of the references to its name in the form and context in
which it appears.
Panmure Gordon has given and has not withdrawn its written
consent to the issue of this Announcement with the inclusion
therein of the references to its name in the form and context in
which it appears.
Enquiries:
Confluence / Bidco Tel: +1 412 802 8632
Mark Evans, CEO
Oakley Advisory (Financial Adviser to Confluence Tel: +44 (0) 20 7766
and Bidco) 6900
Chris Godsmark / Marc Jones / Max Gilbert
StatPro Group plc Tel: +44 (0) 20 8410
9876
Justin Wheatley / Andrew Fabian
Marlin & Associates (Financial Adviser to Tel: +1 212 257 6300
StatPro)
Ken Marlin
Panmure Gordon (Financial Adviser, Rule 3 Tel: +44 (0) 20 7886
Adviser, Nominated Adviser and Broker to 2500
StatPro)
Freddy Crossley / Fabien Holler / Toby Rolls
/ James Stearns
Instinctif Partners (PR Adviser to StatPro) Tel: +44 (0) 20 7457
2020
Adrian Duffield / Kay Larsen / Chantal Woolcock
K&L Gates LLP is providing legal advice to Bidco.
Fieldfisher LLP is providing legal advice to StatPro.
Further Information
Oakley Advisory, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser to Confluence and Bidco and for no one else in
connection with the Acquisition or any matters referred to in this
Announcement and will not be responsible to anyone other than Bidco
for providing the protections afforded to its clients nor for
providing advice in relation to the Acquisition, the contents of
this Announcement or any other matters referred to in this
Announcement.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as joint
financial adviser, nominated adviser and broker to StatPro and for
no one else in connection with the Acquisition or any matters
referred to in this Announcement and will not be responsible to
anyone other than StatPro for providing the protections afforded to
its clients nor for providing advice in relation to the
Acquisition, the contents of this Announcement or any other matters
referred to in this Announcement.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer,
invitation, inducement or the solicitation of an offer to purchase
or otherwise acquire, subscribe for, sell or otherwise dispose of
or exercise rights in respect of any securities, or the
solicitation of any vote or approval of an offer to buy securities
in any jurisdiction (pursuant to the Acquisition or otherwise) nor
shall there be any sale, issuance or transfer of any securities
pursuant to the Acquisition in any jurisdiction in contravention of
any applicable laws.
The Acquisition will be made solely by means of the Scheme
Document, or any document by which the Takeover Offer is made,
which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Scheme. Any decision, vote or other response in respect of the
Acquisition should be made only on the basis of information
contained in the Scheme Document. StatPro will prepare the Scheme
Document to be distributed to StatPro Shareholders at no cost to
them. StatPro Shareholders are advised to read the formal
documentation in relation to the Acquisition carefully once it
becomes available because it will contain important information
relating to the Acquisition.
This Announcement does not constitute a prospectus or
prospectus-equivalent document.
This Announcement has been prepared for the purpose of complying
with English law, the Code 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 of jurisdictions outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
certain jurisdictions other than the United Kingdom may be
restricted by law and the ability of StatPro Shareholders who are
not resident in the United Kingdom to participate in the
Acquisition may be restricted by the laws and/or regulations of
those jurisdictions. In particular, the ability of persons who are
not resident in the United Kingdom to vote their Scheme Shares with
respect to the Scheme at the Court Meeting or with respect to the
Special Resolution at the General Meeting, or to execute and
deliver Forms of Proxy appointing another to vote at the Court
Meeting and/or General Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
Therefore, any persons who are subject to the laws and regulations
of any jurisdiction other than the United Kingdom or StatPro
Shareholders who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable requirements in
their jurisdiction. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction.
The Acquisition will not be made, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws of that jurisdiction and no person may vote in favour of
the Acquisition by any use, means, instrumentality or form within a
Restricted Jurisdiction or any other 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 or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any Restricted
Jurisdiction.
Further details in relation to StatPro Shareholders in overseas
jurisdictions will be contained in the Scheme Document.
Notice to US investors
StatPro Shareholders in the United States should note that the
Acquisition relates to the securities of a company organised under
the laws of England and Wales and is proposed to be effected by
means of a scheme of arrangement under the laws of England and
Wales. This Announcement, the Scheme Document and certain other
documents relating to the Acquisition have been or will be prepared
in accordance with English law, the Code and UK disclosure
requirements, format and style, all of which differ from those in
the United States. 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. Accordingly, the
Acquisition is subject to the disclosure requirements of and
practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements of the
United States tender offer and proxy solicitation rules.
None of the securities referred to in this Announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this document. Any representation to the contrary is a
criminal offence in the United States.
StatPro' financial statements, and all financial information
that is included in this Announcement or that may be included in
the Scheme Document, or any other documents relating to the
Acquisition, have been or will be prepared in accordance with
International Financial Reporting Standards and may not be
comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles.
Forward Looking Statements
This Announcement contains certain statements in relation to
Bidco and StatPro that are, or may be deemed to be,
"forward-looking statements" which are prospective in nature. All
statements other than statements of historical fact, are or may be
deemed to be, forward-looking statements. Forward-looking
statements are based on current expectations and projections about
future events and are therefore subject to known and unknown risks
and uncertainties which could cause actual results, performance or
events to differ materially from the future results, performance or
events expressed or implied by the forward-looking statements.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "plans", "expects", "is
expected", "is subject to", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates", "believes", "targets",
"aims", "projects", "goal", "objective", "outlook", "risks",
"seeks" or words or terms of similar substance or the negative
thereof, as well as variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"should", "would", "might", "probably" or "will" be taken, occur or
be achieved. Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future
expectations.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
Announcement. Any forward-looking statements made in this
Announcement on behalf of Bidco or StatPro are made as of the date
of this Announcement based on the opinions and estimates of
directors of Bidco and StatPro, respectively. Each of the Bidco and
StatPro and their respective members, directors, officers,
employees, advisers and any person acting on behalf of one or more
of them, expressly disclaims any intention or obligation to update
or revise any forward-looking or other statements contained in this
Announcement, whether as a result of new information, future events
or otherwise, except as required by applicable law. Neither Bidco
and StatPro nor their respective members, directors, officers or
employees, advisers or any person acting on their behalf, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this Announcement will actually occur.
No forward-looking or other statements have been reviewed by the
auditors of Bidco or StatPro. All subsequent oral or written
forward-looking statements attributable to Bidco, StatPro or their
respective members, directors, officers, advisers or employees or
any person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above.
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.
No profit forecasts or estimates
Nothing in this Announcement is intended or shall be deemed to
be a forecast, projection or estimate of the future financial
performance of Bidco or StatPro for any period and no statement in
this Announcement should be interpreted to mean that cash flow from
operations, earnings, or earnings per share or income for the
current or future financial years would necessarily match or exceed
the historical published cash flow from operations, earnings,
earnings per share or income of StatPro.
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) of the Code applies must be made by no
later than 3:30 p.m. (London time) on the 10(th) Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3:30 p.m. (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 of the Code. 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 p.m. (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 normally be deemed to be a
single person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 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 contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website and availability of hard copies
A copy of this Announcement and the display documents required
to be published pursuant to Rule 26.1 of the Code will be made
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on StatPro's
website at www.statpro.com/investors/announcement and on Bidco's
website at https://www.confluence.com/confluence-statpro by no
later than 12 noon (London time) on the Business Day following this
Announcement. 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.
Any person who is required to be sent a copy of this
Announcement under the Code, and who has not received a hard copy
of it, may request a hard copy of this Announcement (and any
information incorporated by reference in this Announcement) by
submitting a request in writing to Link Asset Services, The
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by calling
Link Asset Services on 0871 664 0300 or +44 (0) 371 664 0300 if
calling from outside the United Kingdom. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9:00 a.m. and 5:30 p.m., Monday
to Friday excluding public holidays in England and Wales. Please
note that Link Asset Services cannot provide any financial, legal
or tax advice and calls may be recorded and monitored for security
and training purposes.
Save as otherwise referred to above, a hard copy of this
Announcement will not be sent unless requested. Any such person may
also request that all future documents, announcements and
information in relation to the Acquisition should be sent to them
in hard copy form.
Relevant securities in issue
In accordance with Rule 2.9 of the Code, StatPro confirms that,
as at the date of this Announcement, its current issued share
capital comprises 65,869,937 ordinary shares of 1 pence each. In
addition, StatPro holds 3,033,713 StatPro Shares in treasury. The
International Securities Identification Number for StatPro Shares
is GB0006300213.
Electronic communications
Please be aware that all addresses, electronic addresses (if
any) and certain other information provided by the StatPro
Shareholders, persons with information rights and other relevant
persons for the receipt of communications from StatPro may be
provided to offerors (including 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.
General
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 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 appropriate authorised independent financial adviser.
Appendix I
Conditions and Further Terms of the Acquisition and the
Scheme
Part A: Conditions of the Acquisition
The Acquisition is conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the Code, by no
later than the Long Stop Date or such later date (if any) as Bidco
and StatPro may agree and (if required) the Panel and the Court may
allow.
1. The Scheme shall be conditional on the following Conditions:
Scheme Approval
(a) the approval of the Scheme at the Court Meeting (or at any
adjournment of any such meeting) by a majority in number
representing 75 per cent. or more in value of the Scheme
Shareholders (or the relevant class or classes thereof, if
applicable) present and voting, either in person or by proxy;
(b) the Special Resolution required to approve and implement the
Scheme as set out in the notice of the General Meeting (including,
without limitation, to amend StatPro's articles of association)
being duly passed by the requisite majority required to pass such
resolution at the General Meeting or at any adjournment of that
meeting; and
(c) the sanction of the Scheme by the Court (without
modification or with modification on terms acceptable to Bidco and
StatPro) and the delivery, by no later than the Long Stop Date, of
a copy of the Scheme Court Order to the Registrar of Companies.
2. In addition, subject as stated in Part B below and to the
requirements of the Panel and in accordance with the Code, the
Acquisition will be conditional upon the following Conditions and,
accordingly, the Court Order will not be delivered to the Registrar
of Companies unless such Conditions have been satisfied or, where
relevant, waived:
Other third party clearances
(a) no government or governmental, quasi-governmental,
supranational, statutory, administrative or regulatory body or
association, institution or agency (including any trade agency) or
any court tribunal in any jurisdiction (each a "Relevant
Authority") having taken or instituted or given written notice of
any action, proceeding, suit, investigation, enquiry or reference
(and, in each case, not having withdrawn the same) or enacted, made
or proposed and there not continuing to be outstanding any statute,
regulation, order or decision that would or would reasonably be
expected to:
(i) make the Acquisition or other acquisition of StatPro Shares,
or control or management of StatPro by Bidco or any member of Wider
Bidco Group void, unenforceable or illegal in any jurisdiction or
directly or indirectly prohibit or otherwise materially restrict,
materially delay or materially interfere with the implementation
of, or impose material additional conditions or obligations with
respect to, or otherwise materially challenge or require material
amendment to the terms of, the Scheme or the Acquisition or other
acquisition of any StatPro Shares, or control or management of
StatPro by Bidco or any member of the Wider Bidco Group;
(ii) require, prevent or materially delay the divestiture (or
alter the terms of any proposed divestiture) by the Wider Bidco
Group (as a result of or in connection with the Acquisition) or the
Wider StatPro Group of all or any material part of their respective
businesses, assets or properties or impose any material limitation
on their ability to conduct all or any part of their respective
businesses and to own, control or manage any of their respective
assets or properties;
(iii) impose any limitation on, or result in any material delay
in, the ability of any member of the Wider Bidco Group to acquire
or hold or to exercise effectively, directly or indirectly, all or
any rights of ownership of shares or other securities (or the
equivalent) in, or to exercise management control over, any member
of the Wider StatPro Group or on the ability of any member of the
Wider StatPro Group to hold or to exercise effectively, directly or
indirectly, all or any rights of ownership of shares or other
securities (or the equivalent) in, or to exercise management
control over, any other member of the Wider StatPro Group to an
extent which is material in the context of the Wider StatPro Group
taken as a whole or the Wider Bidco Group taken as a whole or
material in the context of the Acquisition (as the case may
be);
(iv) except pursuant to Chapter 3 of Part 28 of the Companies
Act, require any member of the Wider Bidco Group (as a result of or
in connection with the Acquisition) or of the Wider StatPro Group
to acquire or offer to acquire any shares or other securities (or
the equivalent) or interest in any member of the Wider StatPro
Group or any member of the Wider Bidco Group owned by a third party
(other than in the implementation of the Acquisition);
(v) other than in the implementation of the Acquisition, require
the divestiture by any member of the Wider Bidco Group of any
shares, securities or other interests in any member of the Wider
StatPro Group;
(vi) impose any material limitation on, or result in any
material delay in, the ability of any member of the Wider Bidco
Group or the Wider StatPro Group to integrate or co-ordinate its
business, or any part of it, with the businesses or any part of the
businesses of any other member of the Wider Bidco Group and/or the
Wider StatPro Group;
(vii) result in any member of the Wider StatPro Group ceasing to
be able to carry on business under any name under which it
presently does so, to an extent which is material in the context of
the Wider StatPro Group taken as a whole or the Wider Bidco Group
taken as a whole or material in the context of the Acquisition (as
the case may be); or
(viii) otherwise materially and adversely affect the business,
assets, financial or trading position or profits of any member of
the Wider StatPro Group,
and all applicable waiting and other time periods (including
extensions thereof) during which any such Relevant Authority could
decide to take, institute or threaten any such action, proceeding,
suit, investigation, enquiry or reference having expired, lapsed or
been terminated; provided that, for the avoidance of doubt, this
paragraph 2.(a) shall not apply to any action taken by a Relevant
Authority in relation to a contract or arrangement with a member of
the Wider StatPro Group entered into in the ordinary course of its
business;
(b) other than in relation to the approvals referred to in
paragraph 2(a) above, all material filings, applications and/or
notifications which are necessary under applicable legislation or
regulation of any relevant jurisdiction having been made and all
relevant waiting periods and other time periods (including any
extensions thereof) under any applicable legislation or regulation
of any relevant jurisdiction having expired, lapsed or been
terminated and all applicable statutory or regulatory obligations
in any jurisdiction having been complied with in each case in
respect of the Scheme and the Acquisition or, except pursuant to
Chapter 3 of Part 28 of the Companies Act, other acquisition of any
shares or other securities in, or control or management of, StatPro
or any member of the Wider StatPro Group by any member of the Wider
Bidco Group or (except as Disclosed) the carrying on by any member
of the Wider StatPro Group of its business;
(c) other than in relation to the approvals referred to in
paragraph 2(a) above, all Authorisations which are necessary in any
jurisdiction for or in respect of the Acquisition and other
acquisition of any StatPro Shares, or control of StatPro, by Bidco
or any member of the Wider Bidco Group being obtained on terms and
in a form reasonably satisfactory to Bidco from appropriate
Relevant Authorities, or (except as Disclosed) from any persons or
bodies with whom any member of the Wider StatPro Group has entered
into contractual arrangements or material business relationships,
and such Authorisations, together with all other Authorisations
necessary for any member of the Wider StatPro Group to carry on its
business (except as Disclosed) (where the absence of any such
Authorisations would be material and adverse in the context of the
Acquisition) remaining in full force and effect and no written
notice of any intention to revoke, suspend, restrict or modify or
not to renew any of the same having been given;
Confirmation of absence of adverse circumstances
(d) except as Disclosed, there being no provision of any
agreement, arrangement, licence, lease, franchise, permit or other
instrument to which any member of the Wider StatPro Group is a
party or by or to which any such member or any of its assets is or
may be bound, entitled or subject which, as a result of the
implementation of the Acquisition or other acquisition by Bidco or
any member of the Wider Bidco Group of any StatPro Shares, or
change in the control or management of StatPro, would or would
reasonably be expected to result in (in each case to an extent
which is material in the context of the Wider StatPro Group taken
as a whole):
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of, or any grant available to, any such member of the
Wider StatPro Group becoming repayable, or capable of being
declared repayable, immediately or earlier than the stated
repayment date or the ability of such member to borrow monies or
incur any indebtedness being withdrawn or inhibited;
(ii) other than in the ordinary course of business, the creation
or enforcement of any mortgage, charge or other security interest
over the whole or any material part of the business, property or
assets of any such member of the Wider StatPro Group or any such
mortgage, charge or other security interest (whenever arising or
having arisen) becoming enforceable;
(iii) any material rights, assets or interests of any such
member of the Wider StatPro Group being or falling to be disposed
of or ceasing to be available to any member of the Wider StatPro
Group or any right, under which any such asset or interest could be
required to be disposed of or could cease to be available to any
member of the Wider StatPro Group, being exercised or reasonably
likely to be exercised;
(iv) the interest or business of any such member of the Wider
StatPro Group in or with any other person, firm or company (or any
agreements or arrangements relating to such interest or business)
being terminated or adversely modified or affected;
(v) any such member of the Wider StatPro Group ceasing to be
able to carry on business under any name under which it presently
does so;
(vi) the value of any such member of the Wider StatPro Group or
its financial or trading position or prospects being prejudiced or
adversely affected;
(vii) any such agreement, arrangement, licence, lease,
franchise, permit or other instrument being terminated or the
rights, liabilities, obligations or interests of any member of the
Wider StatPro Group being adversely modified or adversely affected
or any obligation or liability arising or any adverse action being
taken or arising thereunder;
(viii) any liability of any member of the Wider StatPro Group to
make any severance, termination, bonus or other payment to any of
its directors, or other officers;
(ix) the creation or acceleration of any liability (actual or
contingent) by any such member of the Wider StatPro Group, other
than trade creditors or other liabilities incurred in the ordinary
course of business; or
(x) any requirement on any member of the Wider StatPro Group to
acquire, subscribe, pay up or repay any shares or other securities
(or the equivalent),
and no event having occurred which, under any provision of any
agreement, arrangement, licence or other instrument to which any
member of the Wider StatPro Group is a party or by or to which any
such member or any of its assets is or may be bound or subject,
would or would reasonably be expected to result in any events or
circumstances as are referred to in this paragraph 2.(d) (in each
case to an extent which is material in the context of the Wider
StatPro Group taken as a whole);
No material transactions, claims or changes in the conduct of
the business of the StatPro Group
(e) except as Disclosed, no member of the Wider StatPro Group having since 30 June 2019:
(i) issued or agreed to issue or authorised or proposed the
issue of additional shares of any class, or securities convertible
into, or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares or convertible or
exchangeable securities or transferred or sold (or agreed to
transfer or sell) any shares out of treasury (except, in each case,
(a) as between StatPro and its wholly owned subsidiaries or between
its wholly owned subsidiaries, or (b) upon, pursuant to or in
respect of the exercise of any options or vesting of any awards
granted under the StatPro 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
dividends or other distributions, whether payable in cash or
otherwise, lawfully paid or made by any wholly-owned subsidiary of
StatPro to StatPro or any of its wholly-owned subsidiaries;
(iii) (except for transactions between StatPro and its
wholly-owned subsidiaries, or between its wholly-owned subsidiaries
or transactions in the ordinary course of business) implemented or
authorised, or announced its intention to implement or authorise,
any merger, demerger, reconstruction, amalgamation, scheme or
commitment, acquired or disposed of or transferred, mortgaged or
charged, or created any other security interest over, any asset or
any right, title or interest in any asset (in each case to an
extent which is material in the context of the Wider StatPro Group
taken as a whole);
(iv) entered into, or authorised the entry into, any joint
venture, asset or profit sharing arrangement, partnership or merger
of businesses or corporate entities (in each case to an extent
which is material in the context of the Wider StatPro Group taken
as a whole);
(v) other than pursuant to the Acquisition and except for
transactions between StatPro and its wholly owned subsidiaries or
between wholly owned subsidiaries of StatPro, implemented or
authorised any reconstruction, amalgamation, scheme or other
transaction or arrangement with a substantially equivalent effect
(in each case to an extent which is material in the context of the
Wider StatPro Group taken as a whole);
(vi) purchased, redeemed or repaid any of its own shares or
other securities or reduced or made or authorised any other change
in its share capital (except, in each case, where relevant, (a) as
between StatPro and wholly owned subsidiaries of StatPro or between
the wholly owned subsidiaries of StatPro, or (b) upon, pursuant to
or in respect of the exercise of any options or vesting of any
awards granted under the StatPro Share Option Plans);
(vii) made or authorised any change in its loan capital or
issued or authorised the issue of any debentures or incurred or
increased any indebtedness (except in the ordinary course of
business) or contingent liability (except, in each case, where
relevant, as between StatPro and wholly owned subsidiaries of
StatPro or between the wholly owned subsidiaries of StatPro) (in
each case to an extent which is material in the context of the
Wider StatPro Group taken as a whole);
(viii) entered into, varied or terminated, or authorised the
entry into, variation or termination of, any contract, commitment
or arrangement (whether in respect of capital expenditure, real
estate or otherwise) which is outside the ordinary course of
business or which is of a long term, onerous or unusual nature or
magnitude or which involves, or would reasonably be expected to
involve, an obligation of a nature or magnitude which is materially
restrictive on the business of any member of the Wider StatPro
Group (in each case to an extent which is material in the context
of the Wider StatPro Group taken as a whole);
(ix) been unable or deemed unable, or admitted in writing that
it is unable, to pay its debts as they fall due 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 StatPro Group taken as a
whole);
(x) commenced negotiations with any of its creditors or taken
any step with a view to rescheduling or restructuring any of its
indebtedness or entered into a composition, compromise, assignment
or arrangement with any of its creditors whether by way of a
voluntary arrangement, scheme of arrangement, deed of compromise or
otherwise (in each case to an extent which is material in the
context of the Wider StatPro Group taken as a whole);
(xi) (other than in respect of a member of the Wider StatPro
Group which is dormant and solvent at the relevant time) taken any
corporate action or had any legal proceedings started, served or
threatened against it or any documents filed or faxed in court for
its winding-up (voluntary or otherwise), dissolution or
reorganisation (or for any analogous proceedings or steps in any
jurisdiction) or for the appointment of a liquidator, provisional
liquidator, receiver, administrator, administrative receiver,
trustee or similar officer (or for the appointment of any analogous
person in any jurisdiction) of all or any of its assets and
revenues or had written notice given of the intention to appoint
any of the foregoing to it (in each case to an extent which is
material in the context of the Wider StatPro Group taken as a
whole);
(xii) except in the ordinary course of business, waived,
compromised, settled, abandoned or admitted any dispute, claim or
counter-claim whether made or potential and whether by or against
any member of the Wider StatPro Group (in each case to an extent
which is material in the context of the Wider StatPro Group taken
as a whole);
(xiii) made any material alteration to its constitutional
documents (other than the amendments to StatPro's articles of
association as required in connection with the Acquisition);
(xiv) entered into, or varied the terms of, or terminated or
given notice of termination of, in each case except in the ordinary
course of business, any service agreement, commitment or
arrangement with any director or senior executive of any member of
the Wider StatPro Group;
(xv) proposed, agreed to provide, or agreed to modify to any
material extent the terms of, any share option scheme, incentive
scheme or other benefit relating to the employment or termination
of employment of any person employed by any member of the Wider
StatPro Group; or
(xvi) entered into any contract, commitment or arrangement or
passed any resolution or made any offer (which remains open for
acceptance) to effect, or proposed or announced any intention to
effect, any of the transactions, matters or events referred to in
this paragraph 2.(e) (otherwise than where permitted or referred to
in this paragraph 2.(e));
(f) except as Disclosed, since 30 June 2019:
(i) no adverse change having occurred, and no circumstances
having arisen which would reasonably be expected to result in any
adverse change, in the business, assets, financial or trading
position or profits of any member of the Wider StatPro Group (in
each case to an extent which is material in the context of the
Wider StatPro Group taken as a whole);
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings in any jurisdiction having been threatened,
announced, instituted or remaining outstanding by, against or in
respect of any member of the Wider StatPro Group or to which any
member of the Wider StatPro Group is a party (whether as claimant
or defendant or otherwise) and no investigation by any Relevant
Authority or other investigative body against or in respect of any
member of the Wider StatPro Group having been threatened in
writing, announced, instituted or remaining outstanding by, against
or in respect of any member of the Wider StatPro Group (in each
case to an extent which is material in the context of the Wider
StatPro Group taken as a whole);
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider StatPro Group having been threatened in writing,
announced or instituted or remaining outstanding by, against or in
respect of any member of the Wider StatPro Group, in each case to
an extent which is material in the context of the Wider StatPro
Group taken as a whole;
(iv) no steps having been taken and no omissions having been
made which would result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider StatPro Group which is necessary for the proper carrying
on of its business, and the withdrawal, cancellation, termination
or modification of which would have a material adverse effect on
the Wider StatPro Group taken as a whole; and
(v) no contingent or other liability having arisen outside the
ordinary course of business which would or would reasonably be
expected to adversely affect any member of the Wider StatPro Group
(in each case to an extent which is material in the context of the
Wider StatPro Group taken as a whole);
(g) except as Disclosed, Bidco not having discovered that:
(i) any financial, business or other information concerning the
Wider StatPro Group publicly announced on or prior to the date of
this Announcement at any time by any member of the Wider StatPro
Group is misleading, contains a misrepresentation of fact or omits
to state a fact necessary to make the information contained therein
not misleading (in each case to an extent which is material in the
context of the Wider StatPro Group taken as a whole);
(ii) there is any information which renders inaccurate any
information publicly announced prior to the date of this
Announcement by or on behalf of any member of the Wider StatPro
Group (in each case to an extent which is material in the context
of the Wider StatPro Group taken as a whole);
(iii) any member of the Wider StatPro Group is subject to any
liability, contingent or otherwise, other than in the ordinary
course of business (in each case to an extent which is material in
the context of the Wider StatPro Group taken as a whole); or
(iv) there is or is likely to be any obligation or liability
(whether actual or contingent) to make good, repair, re-instate or
clean up any property now or previously owned, occupied, operated
or made use of or controlled by any past or present member of the
Wider StatPro Group under any environmental legislation,
regulation, notice, circular or order of any Relevant Authority in
any jurisdiction (in each case to an extent which is material in
the context of the Wider StatPro Group taken as a whole);
Anti-corruption, sanctions and criminal property
(h) save as Disclosed, Bidco not having discovered (in each case
to an extent which is material in the context of the Wider StatPro
Group taken as a whole) that:
(i) any past or present member, director or officer of the Wider
StatPro Group is or has at any time engaged in any activity,
practice or conduct which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or
any other applicable anti-corruption legislation;
(ii) any asset of any member of the Wider StatPro 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 or officer of the
Wider StatPro Group, or any other person for whom any such person
may be liable or responsible, has engaged in any business with,
made any investments in, made any funds or assets available to or
received any funds or assets from: (a) 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 US Office of Foreign Assets Control, or HM
Treasury in the UK; or (b) any government, entity or individual
targeted by any of the economic sanctions of the United Nations,
the US, the European Union or any of its member states; or
(iv) any member of the Wider StatPro Group has been engaged in
any transaction with any person targeted by any of the economic
sanctions of the United Nations, the US, the European Union or any
of its member states which would cause Bidco to be in breach of any
law or regulation upon its acquisition of StatPro, including the
economic sanctions of the US Office of Foreign Assets Control, or
HM Treasury & Customs in the UK; and
No tax advice
(i) except as Disclosed, Bidco not having discovered that any
member of the Wider StatPro Group has received any notice,
assessment or claim from any tax authority to the effect that:
(i) any such member has advised on or knowingly been involved in
any transaction or series of transactions the main purpose, or one
of the main purposes, of which was the avoidance of tax, either for
itself or any customer of the Wider StatPro Group;
(ii) any such member has advised on or been party to any
arrangements that were notifiable under the disclosure of tax
avoidance scheme rules provided for in part 7 of the Finance Act
2004, Schedule 11A VAT 1994 or Schedule 17 of the Finance (No.2)
Act 2017 (and, in each case, related regulations), either for
itself of any customer of the Wider StatPro Group and which were
not so notified;
(iii) any such member has advised on or taken any action as a
result of which it could be treated as having enabled abusive tax
arrangements within the meaning of Schedule 16 Finance (No.2) Act
2017; or
(iv) any circumstances have arisen which would result in any
such member being guilty of an offence under section 45 or section
46 of the Criminal Finances Act 2017.
Part B: Certain further terms of the Acquisition
1. Bidco reserves the right (subject to the requirements of the
Code and the Panel) to waive, in whole or in part, the Conditions
in paragraph 2 of Part A of this Appendix.
2. If Bidco is required by the Panel to make an offer for
StatPro Shares under the provisions of Rule 9 of the Code, 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. The Acquisition shall lapse unless all the above Conditions
in paragraphs 1.(a), 1.(b), 1.(c) and 2 of Part A of this Appendix
have been fulfilled or, where permitted, waived by 11:59 p.m. on
the date immediately preceding the date of the Scheme Court
Hearing. Such date may not be further extended, other than with the
agreement of Bidco, StatPro and the Panel.
4. Bidco shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as
fulfilled any of the Conditions in paragraph 2 of Part A of this
Appendix by a date earlier than the latest date for the fulfilment
of that Condition notwithstanding that the other Conditions of the
Acquisition may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment.
5. Under Rule 13.5 of the Code, Bidco may not invoke a Condition
so as to cause the Acquisition not to proceed, to lapse or to be
withdrawn unless the circumstances which give rise to the right to
invoke the Condition are of material significance to Bidco in the
context of the Acquisition. The Conditions contained in paragraph 1
of Part A of this Appendix are not subject to this provision of the
Code.
6. The StatPro Shares to be acquired under the Acquisition shall
be acquired fully paid and free from all liens, charges, equitable
interests, encumbrances, rights of pre-emption and any other rights
and interests of any nature whatsoever and together with all rights
now and hereafter attaching thereto, including voting rights and
the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid on or after the date
of this Announcement. Accordingly, without prejudice to paragraph 2
of this Announcement, insofar as any dividend or other distribution
or return of value is authorised, declared, made or paid in respect
of StatPro Shares on or after the date of this Announcement and
prior to the Effective Date, Bidco reserves the right to reduce the
Acquisition Price by the amount of any such dividend or other
distribution except where the StatPro Shares are or will be
acquired pursuant to the Scheme on a basis which entitles Bidco to
receive the dividend, distribution or return of value and to retain
it.
7. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of the Restricted
Jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
8. Bidco reserves the right, subject to the prior consent of the
Panel, to implement the Acquisition by way of a Takeover Offer. In
such 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 to reflect the change in
acquisition method. In the event that the Acquisition is
implemented by way of a Takeover Offer, the StatPro Shares 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 voting rights and the right to receive
and retain in full all dividends and other distributions (if
any).
9. The Acquisition is governed by English law and is subject to
the jurisdiction of the English courts and to the Conditions and
further terms set out in this Appendix and those terms which will
be set out in the Scheme Document. The Acquisition shall be subject
to the applicable requirements of the Code, the Panel, the AIM
Rules, the London Stock Exchange and the Financial Conduct
Authority.
10. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
11. The Acquisition shall lapse, and shall no longer bind Scheme Shareholders or Bidco if:
(a) in so far as the Acquisition or any matter arising from or
relating to the Acquisition constitutes a concentration with a
Community dimension within the scope of the Regulation, the
European Commission either initiates proceedings under Article
6(1)(c) of the Regulation or makes a referral to a competent
authority in the United Kingdom under Article 9(1) of the
Regulation and there is then a CMA Phase 2 Reference; or
(b) in so far as the Acquisition or any matter arising from the
Acquisition does not constitute a concentration with a Community
dimension within the scope of the Regulation, the Acquisition or
any matter arising from or relating to the Acquisition becomes
subject to a CMA Phase 2 Reference,
in each case, before the date of the Court Meeting.
Appendix II
Sources of information and bases of calculation
In this Announcement, unless otherwise stated, or the context
otherwise requires, the bases and sources used are set out
below.
1. Unless otherwise stated, financial information relating to
the StatPro Group has been extracted or derived (without any
adjustment) from the StatPro Group's audited consolidated financial
statements for the financial year ended 31 December 2018 or the
unaudited results for the six month period ended 30 June 2019, as
applicable.
2. As at the Last Practicable Date, there were 65,869,937 StatPro Shares in issue.
3. The International Securities Identification Number for the
StatPro Shares is GB0006300213.
4. The value of the issued and to be issued share capital of
StatPro at the Acquisition Price has been calculated by multiplying
the Acquisition Price of 230 pence per share by 70,046,391 issued
and to be issued StatPro Shares, which consists of 65,869,937
StatPro Shares in issue as at the Last Practicable Date, plus
4,176,454 StatPro Shares to be issued as consideration following
the exercise of the Options.
5. The number of Scheme Shares entitled to be voted at the Court Meeting is 65,869,937.
6. Unless otherwise stated, all Closing Prices for StatPro
Shares are closing middle market quotations derived from the AIM
Appendix to the Daily Official List published by the London Stock
Exchange, save that the volume weighted average price of a StatPro
Share has been derived from Datastream.
Appendix III
Irrevocable Undertakings and Letters of Intent
Irrevocable Undertakings given by the StatPro Directors
The following StatPro Directors have each given an irrevocable
undertaking to vote (or, in the case of close relatives (as defined
in the Code) of StatPro Directors holding StatPro Shares, to use
reasonable endeavours to procure such votes) in favour of the
Scheme at the Court Meeting and in favour of the Special Resolution
at the 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 StatPro Shares:
Name Number of StatPro Shares in respect of which Percentage of StatPro's issued share capital at
undertaking is given the Last Practicable Date
JMBT Wheatley 6,836,912 10.38%
-------------------------------------------------- --------------------------------------------------
AM Fabian 314,647 0.48%
-------------------------------------------------- --------------------------------------------------
MC Adorian 3,136,198 4.76%
-------------------------------------------------- --------------------------------------------------
JE Tozer 47,065 0.07%
-------------------------------------------------- --------------------------------------------------
D Courtley 29,627 0.04%
-------------------------------------------------- --------------------------------------------------
R Curran 39,689 0.06%
-------------------------------------------------- --------------------------------------------------
Total 10,404,138 15.79%
-------------------------------------------------- --------------------------------------------------
These irrevocable undertakings will cease to be binding if:
(a) Bidco announces, with the consent of the Panel, that it does
not intend to make or proceed with the Acquisition;
(b) the Scheme Document or the offer document (as the case may
be) has not been posted within 28 days of the date of this
Announcement (or within such longer period as Bidco and StatPro,
with the consent of the Panel, determine); or
(c) the Acquisition lapses or is withdrawn in accordance with
its terms.
Irrevocable Undertaking given by other StatPro Shareholders
The following StatPro Shareholder has given an irrevocable
undertaking to vote (or procure the voting) in favour of the Scheme
at the Court Meeting and the Special Resolution to be proposed at
the General Meeting (or in the event that the Acquisition is
implemented by way of a Takeover Offer, to accept, or procure the
acceptance of, the Takeover Offer) in relation to the following
StatPro Shares:
Name Number of StatPro Percentage of
Shares in respect StatPro's issued
of which undertaking share capital
is given at the Last Practicable
Date
Herald Investment
Management Limited 7,557,784 11.47%
--------------------- ------------------------
Total 7,557,784 11.47%
--------------------- ------------------------
This irrevocable undertaking will cease to be binding if:
(a) Bidco announces, with the consent of the Takeover Panel,
that it does not intend to make or proceed with the
Acquisition;
(b) the Scheme Document or the offer document (as the case may
be) has not been posted within 28 days of the date of this
Announcement (or within such longer period as Bidco and StatPro,
with the consent of the Panel, determine); or
(c) the Acquisition lapses or is withdrawn in accordance with
its terms.
In addition, this irrevocable undertaking will also cease to be
binding in the event that a person other than Bidco or a subsidiary
of Bidco or any person acting in concert with Bidco announces a
firm intention to make an offer (in accordance with Rule 2.7 of the
Code) to acquire the StatPro Shares where the value of the
consideration per StatPro Share is at least 253 pence per StatPro
Share as at the date on which such firm intention to make an offer
is announced.
Letters of intent given by other StatPro Shareholders
The following StatPro Shareholders have given non-binding
letters of intent to vote in favour of the Scheme at the Court
Meeting and the Special Resolution to be proposed at the General
Meeting:
Name of StatPro Shareholder giving Number of StatPro Shares in respect of Percentage of StatPro's issued share
letter of intent which letter of intent is given capital at the Last Practicable Date
Liontrust Investment Partners LLP 13,708,159 20.81%
-------------------------------------- -------------------------------------
Rorema Beheer BV 5,173,893 7.85%
-------------------------------------- -------------------------------------
Hargreave Hale Ltd* 2,590,000 3.93%
-------------------------------------- -------------------------------------
AXA Investment Managers UK Ltd** 2,500,000 3.80%
-------------------------------------- -------------------------------------
Strikwerda Investments BV 1,025,862 1.56%
-------------------------------------- -------------------------------------
Total 24,997,914 37.95%
-------------------------------------- -------------------------------------
* acting as investment adviser for and on behalf of Marlborough
UK Micro-Cap Growth Fund
** as agent for AXA Framlington Monthly Income Fund
Appendix IV
Definitions
"Acquisition" the proposed recommended acquisition
by Bidco for the entire issued and to
be issued share capital of StatPro by
means of the Scheme, on the terms and
subject to the conditions set out in
this Announcement and to be set out
in the Scheme Document (or the Takeover
Offer, under certain circumstances as
described in this Announcement)
"Acquisition Price" 230 pence per StatPro Share
"AIM" the market of that name operated by
the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange, as amended
from time to time
"Announcement" means this announcement made pursuant
to Rule 2.7 of the Code
"Authorisations" regulatory authorisations, orders, recognitions,
grants, consents, clearances, confirmations,
certificates, licences, permissions
or approvals
"Bidco" Ceres Bidco Limited, a company incorporated
in England with registered number 12207132,
whose registered office address is at
50 Gresham Street, London, EC2V 7AY
"Bidco Group" Bidco and its subsidiary undertakings
and, where the context permits, each
of them
"Board" in relation to Bidco or StatPro, the
board of directors of the relevant company
"Business Day" a day (other than Saturdays, Sundays
and public or bank holidays in the UK)
on which banks are generally open for
business in the City of London
"Closing Price" the middle market price of a StatPro
Share at the close of business on the
day to which such price relates, as
derived from the AIM Appendix to the
Daily Official List for that day
"CMA Phase 2 Reference" a reference of the Acquisition to the
chair of the Competition and Markets
Authority 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
issued from time to time by the Panel
"Companies Act" the Companies Act 2006, as amended from
time to time
"Competition and Markets a UK statutory body established under
Authority" the Enterprise and Regulatory Reform
Act 2013
"Conditions" the conditions of the Acquisition (including
the Scheme) set out in Part A of Appendix
I to this Announcement and to be set
out in the Scheme Document
"Confluence" Confluence Technologies, Inc.
"Court" the High Court of Justice, Business
and Property courts of England and Wales,
Companies Court
"Court Meeting" the meeting(s) of the Scheme Shareholders
to be convened by order of the Court
pursuant to section 896 of the Companies
Act for the purpose of considering,
and if thought fit, approving the Scheme
(with or without amendment) and any
adjournment thereof
"Court Order" the order of the Court sanctioning the
Scheme
"CREST" the relevant system (as defined in the
Uncertificated Securities Regulations
2001 (SI 2001/3755) in respect of which
Euroclear is the Operator (as defined
in such Regulations) for the paperless
settlement of trades in securities and
the holding of uncertificated securities
"Daily Official List" the daily official list of the London
Stock Exchange
"Dealing Disclosure" has the meaning given to it by Rule
8 of the Code
"Disclosed" information which has been either:
(a) fairly disclosed by, or on behalf
of, StatPro to Bidco (or its advisers)
in the data room established by StatPro
for the purposes of the Acquisition,
on or before 5.30 p.m. on 19 September
2019;
(b) disclosed in the annual report and
accounts for StatPro for the financial
period ended 31 December 2018 or the
unaudited interim results for StatPro
for the six months ended 30 June 2019;
(c) disclosed in any announcement to
a regulatory information service by,
or on behalf of, StatPro, prior to the
publication of this Announcement;
(d) disclosed in this Announcement;
or
(e) fairly disclosed to Bidco (or its
respective officers, employees, agents
or advisers) in writing on or before
the Business Day prior to the date of
this Announcement (including all matters
fairly disclosed in the written replies,
correspondence, documentation and information
provided in an electronic data room
or sent to any member of the Bidco Group
or their affiliates or any of their
professional advisers during the due
diligence process and whether or not
in response to any specific request
for information made by any member of
the Bidco Group or their affiliates
or any of their professional advisers)
"Effective" the Scheme having become effective in
accordance with its terms, upon delivery
of the Scheme Court Order to the Registrar
of Companies
"Effective Date" the date upon which the Scheme becomes
Effective
"Enlarged Confluence Group" with effect from the Effective Date,
the StatPro Group and the Confluence
Group
"Euroclear" Euroclear UK and Ireland Limited
"Excluded Shares" (a) any StatPro Shares held by any member
of the Wider Bidco Group;
(b) any StatPro Shares held in treasury
by StatPro, other than those StatPro
Shares held in treasury at the date
of the Scheme Document which are subsequently
transferred to the trustee of the StatPro
Employee Benefit Trust or to the holders
of options under the StatPro Share Option
Plans in satisfaction of the exercise
of the options under the StatPro Share
Option Plans; and
(c) any other StatPro Shares which Confluence
and StatPro agree will not be subject
to the Scheme
"Excluded Shareholders" the holders of Excluded Shares
"Financial Conduct Authority" the UK Financial Conduct Authority or
its successor from time to time
"Forms of Proxy" the forms of proxy for use at the Court
Meeting and at the General Meeting which
will accompany the Scheme Document
"General Meeting" the general meeting of StatPro Shareholders
(including any adjournment thereof)
to be convened in connection with the
Scheme, notice of which will be set
out in the Scheme Document
"Oakley Advisory" Oakley Advisory Limited
"Panel" the Panel on Takeovers and Mergers
"Panmure Gordon" Panmure Gordon (UK) Limited, Rule 3
Adviser, Nominated Adviser and Broker
to StatPro
"Registrar of Companies" the Registrar of Companies in England
and Wales
"Regulation" Council Regulation (EC) No 139/2004
"Relevant Authority" has the meaning given to it in paragraph
2.(a) of Appendix I to this Announcement
"Restricted Jurisdiction" any jurisdiction where local laws or
regulations may result in a significant
risk of civil, regulatory or criminal
exposure if the information concerning
the Acquisition is sent or made available
to StatPro Shareholders in that jurisdiction
"Scheme" the proposed scheme of arrangement under
Part 26 of the Companies Act between
StatPro and the Scheme Shareholders
to implement the Acquisition with or
subject to any modification, addition
or condition approved or imposed by
the Court and agreed by StatPro and
Bidco
"Scheme Court Hearing" the hearing of the Court to sanction
the Scheme under section 899 of the
Companies Act
"Scheme Court Order" the order of the Court sanctioning the
Scheme under section 899 of the Companies
Act
"Scheme Document" the document to be despatched to (among
others) StatPro Shareholders including,
among other things, details of the Scheme
required by section 897 of the Companies
Act, the full terms and conditions of
the Scheme and the notices of the StatPro
Meetings
"Scheme Record Time" the time and date to be specified as
such in the Scheme Document or such
later time and/or date as Bidco and
StatPro may agree
"Scheme Shareholder" holders of Scheme Shares
"Scheme Shares" all StatPro Shares:
(a) in issue at the date of the Scheme
Document;
(b) issued after the date of the Scheme
Document and before the Voting Record
Time (if any); and
(c) issued at or after the Voting Record
Time and before the Scheme Record Time
in respect of which the original or
any subsequent holders thereof are,
or shall have agreed in writing to be,
bound by the Scheme (if any),
in each case excluding the Excluded
Shares
"Significant Interest" in relation to an undertaking, a direct
or indirect interest of 20 per cent.
or more of (i) the total voting rights
conferred by the equity share capital
(as defined in section 548 of the Companies
Act) of such undertaking or (ii) the
relevant partnership interest
"Special Resolution" the special resolution to approve the
implementation of the Scheme to be considered
at the General Meeting
"StatPro" or the "Company" StatPro Group plc, a company incorporated
in England and Wales with registered
number 02910629, whose registered office
is at Mansel Court, Mansel Road, Wimbledon,
London, SW19 4AA
"StatPro Directors" the directors of StatPro at the date
of this Announcement
"StatPro Group" StatPro and its subsidiaries and subsidiary
undertakings
"StatPro Growth Shares" the A Shares, B Shares and C Shares
in the capital of the Company
"StatPro Meetings" the Court Meeting and the General Meeting
"StatPro Share" an ordinary share of 1 pence in the
capital of StatPro
"StatPro Share Option Plans" the StatPro Performance Share Plan 2015;
the StatPro 2011 Company Ownership Plan;
and the StatPro 2003 Executive Unapproved
Share Option Scheme
"StatPro Shareholders" the holders of StatPro Shares from time
to time
"TA Associates" TA Associates
"TA Funds" has the meaning given to it in paragraph
7 of this Announcement
"TA Invested Funds" the TA Funds holding indirect interests
in Bidco
"TA Investment Manager" has the meaning given to it in paragraph
7 of this Announcement
"Takeover Offer" should the Acquisition be implemented
by way of a takeover offer as defined
in Chapter 3 of Part 28 of the Companies
Act, the offer to be made by or on behalf
of Bidco to acquire the entire issued
and to be issued share capital of StatPro
and, where the context requires, any
subsequent revision, variation, extension
or renewal of such offer and includes
any election available thereunder
"Third Party" each of a central bank, government or
governmental, quasi-governmental, supranational,
statutory, regulatory, environmental,
administrative, fiscal or investigative
body, court, trade agency, association,
institution, environmental body, employee
representative body or any other body
or person whatsoever performing a similar
function in any jurisdiction
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"United States" or "US" the United States of America, its territories
and possessions, any state of the United
States of America and the District of
Columbia and all other areas subject
to its jurisdiction
"US Exchange Act" the US Securities Exchange Act of 1934,
as amended from time to time
"Voting Record Time" the date and time specified in the Scheme
Document by reference to which entitlement
to vote at the Court Meeting or the
General Meeting (as applicable) will
be determined, expected to be 6:00 p.m.
on the day which is two Business Days
before the date of the Court Meeting
or General Meeting (as applicable) or,
if the Court Meeting or General Meeting
(as applicable) is adjourned, 6:00 p.m.
on the day which is two Business Days
before the date of such adjourned meeting
"Wider Bidco Group" Bidco and its subsidiaries, subsidiary
undertakings, associated undertakings,
holding companies, and their respective
subsidiaries, subsidiary undertakings,
associated undertakings, holding companies
and any other body corporate, partnership,
joint venture or person in which Bidco
and all such undertakings (aggregating
their interests) have a Significant
Interest or which have a Significant
Interest in Bidco or any other member
of the Wider Bidco Group, in each case
other than any member of the Wider StatPro
Group
"Wider StatPro Group" StatPro and its subsidiaries, subsidiary
undertakings, associated undertakings
and any other body corporate, partnership,
joint venture or person in which StatPro
and all 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 the times and/or dates referred to in this Announcement are
to those times and/or dates as determined by Greenwich Mean Time,
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
OFFEASNEAANNEEF
(END) Dow Jones Newswires
September 20, 2019 02:01 ET (06:01 GMT)
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