TIDMSOG
RNS Number : 5977Q
StatPro Group PLC
21 October 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
21 October 2019
RECOMMED CASH OFFER
for
StatPro Group plc ("StatPro")
by
Ceres Bidco Limited ("Bidco")
a wholly owned subsidiary of Confluence Technologies, Inc.
RESULT OF STATPRO MEETINGS
StatPro is pleased to announce that at the Court Meeting and the
General Meeting of StatPro Shareholders held today in connection
with the recommended all cash offer for the entire issued and to be
issued ordinary share capital of StatPro by Bidco, a wholly owned
subsidiary of Confluence Technologies, Inc., to be effected by
means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme"), the resolutions proposed
were duly passed. Full details of the resolutions are set out in
the notices of the Court Meeting and the General Meeting contained
in the circular in relation the Scheme (the "Scheme Document"),
copies of which are available at
https://www.statpro.com/investors/announcement/.
At the Court Meeting, a majority in number of the Scheme
Shareholders who voted and were entitled to vote, and who together
represented over 75 per cent. in value of the Scheme Shares voted,
either in person or by proxy, in favour of the resolution to
approve the Scheme. The resolution was accordingly passed. At the
General Meeting, the resolution to provide for the implementation
of the Scheme was also passed by the requisite majority.
COURT MEETING
The voting on the resolution to approve the Scheme was by poll
and the results were as follows:
Results Number % of Scheme Number % of Scheme Number
of Court of Scheme Shares of Scheme Shareholders of Scheme
Meeting Shares voted Shareholders who voted Shares
voted who voted voted as
a percentage
of issued
ordinary
share capital
entitled
to vote
on the
Scheme
FOR 47,520,590 99.97% 77 95.06% 72.14%
---------------- ----------------- ------------------- ------------------- --------------------
AGAINST 12,461 0.03% 4 4.94% 0.02%
---------------- ----------------- ------------------- ------------------- --------------------
TOTAL 47,533,051 100.00% 81 100.00% 72.16%
---------------- ----------------- ------------------- ------------------- --------------------
GENERAL MEETING
The voting on the Resolution to provide for the implementation
of the Scheme and the amendment to StatPro's articles of
association was by poll and the results were as follows:
Number of shares voted: For: 47,506,157 (99.98%); Against: 9,309
(0.02%).
Completion of the Acquisition remains subject to the
satisfaction or, if applicable, waiver of the other Conditions set
out in the Scheme Document, including the Court sanctioning the
Scheme at the Court Hearing which is expected to take place on 25
October 2019.
TIMETABLE
The following timetable sets out the expected dates for
implementation of the Scheme. The cancellation of admission to
trading of StatPro Shares is expected to occur at 7.00 a.m. on 30
October 2019.
Court Hearing 25 October 2019
Last day of dealings in, and for registration 28 October 2019
of transfers of, and disablement in
CREST of, StatPro Shares
Scheme Record Time 6.00 p.m. on 28
October 2019
Suspension of dealings in StatPro 7.30 a.m. on 29
Shares October 2019
Effective Date 29 October 2019
Cancellation of admission to trading 7.00 a.m. on 30
of StatPro Shares October 2019
Settlement of the consideration payable by no later than
under the Acquisition 12 November 2019
Long-Stop Date 28 February 2020(1)
Note 1: This is the last date on which the Scheme may become
Effective unless Bidco and StatPro, with the consent of the Panel
and, if required, the approval of the Court, agree in writing a
later date.
Capitalised terms used in this announcement shall have the
meanings given to them in the Scheme Document.
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
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
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.
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. 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 are 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.
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.
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 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 22 October 2019. 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.
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.
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
ROMLLFEVIDLLFIA
(END) Dow Jones Newswires
October 21, 2019 10:03 ET (14:03 GMT)
Statpro (LSE:SOG)
Historical Stock Chart
From Aug 2024 to Sep 2024
Statpro (LSE:SOG)
Historical Stock Chart
From Sep 2023 to Sep 2024